DEF 14A of Salesforce, Inc., May 16, 2024

DEF 14A of Salesforce, Inc.

Filed May 16, 2024 · FY20240001193125-24-140549

Open on EDGAR

  1. Board Nominees

    Board Nominees Salesforce has a Board of highly experienced directors who have led, advised and established many of the premier companies in Silicon Valley and other leading global organizations. Our Board has taken a thoughtful approach to board composition so that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and that enable them to provide oversight of management and accountability to our stockholders. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, investors, executives of global enterprises, advisors and government leaders. In addition, we have worked hard to strike a good balance between long-term understanding of our business and fresh external perspectives, as well as to have a diversity of backgrounds and perspectives within the boardroom. The following table sets forth the names, ages and certain other information for each of our director nominees, as well as the membership of our standing committees.

  2. Board Nominees

    | Directors & Occupation | Age | Director Since | Independent | Audit | Compensation | Governance | Cybersecurity & Privacy | Business Transformation | | Marc Benioff Chair, Chief Executive Officer & Co-Founder | 59 | 1999 | | | | | | | | Laura Alber President & Chief Executive Officer, Williams-Sonoma | 55 | 2021 | ✓ | | | M | | | | Craig Conway Former President & Chief Executive Officer, PeopleSoft | 69 | 2005 | ✓ | | M | | | M | | Arnold Donald Former President & Chief Executive Officer, Carnival Corporation | 69 | 2023 | ✓ | M | | M | | | | Parker Harris Co-Founder & Chief Technology Officer, Slack | 57 | 2018 | | | | | M | | | Neelie Kroes Former Vice President of the European Commission | 82 | 2016 | ✓ | | M | | C | | | Sachin Mehra (FE) Chief Financial Officer, Mastercard | 53 | 2023 | ✓ | C | | | | | | Mason Morfit Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital | 48 | 2023 | ✓ | | | | | M | | Oscar Munoz Former Chairman & Chief Executive Officer, United Airlines | 65 | 2022 | | | | | | C | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital | 69 | 2013 | ✓ | | C | M | | | | Robin Washington (L)(FE) Former EVP & Chief Financial Officer, Gilead Sciences | 61 | 2013 | ✓ | M | | C | | M | | Maynard Webb Founder, Webb Investment Network | 68 | 2006 | ✓ | | | | M | M | | Susan Wojcicki Former Chief Executive Officer, Youtube | 55 | 2014 | ✓ | | | | M | |

  3. Board Nominees

    Legend: L = Lead Independent Director; FE = Financial Expert; C = Chair; M = Member

  4. Board Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  5. Director Experience and Qualifications

    Director Experience and Qualifications The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by Salesforce’s director nominees because of their particular relevance to the Company’s business and strategy. While all of these were considered by the Board in connection with this year’s director nomination process, the following matrix does not encompass all experience, qualifications, attributes or skills of our director nominees.

  6. Director Experience and Qualifications

    | | | | | | | | | | | | | | | | | | Profitable/sustainable growth strategies | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Operational efficiency and costs discipline | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Capital allocation | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Sales and distribution leadership | ✓ | ✓ | | | | | | | ✓ | ✓ | ✓ | | | | | Marketing and brand building leadership | ✓ | ✓ | ✓ | | | ✓ | | | ✓ | ✓ | ✓ | | | | | International operations or relations leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | | Cybersecurity or data privacy | | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | | Financial statements and accounting | ✓ | ✓ | ✓ | | ✓ | | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Significant technical, advisory, or business experience in software industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | ✓ | | | Cloud computing infrastructure implementation, strategy, or advisory work | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | | | | | | Senior executive leadership at a public company or other large organization | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Government/regulatory experience | | | | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | | | Former/current director of another public company | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | | Long-term succession planning or executive leadership transitions | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Gender diversity | | | | | ✓ | ✓ | ✓ | | ✓ | | | | | | | Racial/ethnic diversity | | | | | ✓ | | | | | ✓ | ✓ | ✓ | | | | Tenure (# of years) | 25 | 18 | 17 | 10 | 10 | 9 | 8 | 5 | 2 | 2 | 1 | 1 | 1 | | | | >10 Years | | | 6 – 10 Years | | | | 0 – 5 Years | | | | | |

  7. Director Experience and Qualifications

    | SALESFORCE 2024 PROXY STATEMENT | |

  8. Biographies of Our Director Nominees

    Biographies of Our Director Nominees Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board. All director nominees were elected by stockholders at the 2023 Annual Meeting of Stockholders. There are no family relationships among any of our directors or executive officers. Our directors serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. Please see Proposal 1 in this Proxy Statement for more information about the election of our directors.

  9. Biographies of Our Director Nominees

    | Marc Benioff Chair, Chief Executive Officer & Co-Founder Age: 59 Director Since: 1999 | Qualifications and Expertise Provided to Our Board • Vision and status as one of our founders and a pioneer of cloud computing (named Innovator of the Decade by Forbes), as well as his tenure as our Chief Executive Officer and Chair of the Board, together providing unique and invaluable experience to our Board • Experience in sales, marketing and product development in the technology industry, and deep knowledge of Salesforce’s customer base and product line • Leadership in growing Salesforce into the #1 provider of CRM software globally (recognized as one of the World’s 50 Greatest Leaders by Fortune and 10 Best-Performing CEOs by Harvard Business Review) Professional Experience • Chair of the Board, Chief Executive Officer (since 2001) and Co-Founder of Salesforce (in 1999) • Member of the World Economic Forum (WEF) Board of Trustees, serving as the inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution in San Francisco • Chair of the Salesforce Foundation and member of the University of Southern California Board of Trustees (current) Other Public Company Directorships (current) • N/A Former Public Company Directorships (within the past 10 years) • Director, Cisco Systems (2012 – 2014) Education • B.S. in Business Administration from the University of Southern California |

  10. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  11. Biographies of Our Director Nominees

    | Laura Alber President & CEO, Williams-Sonoma, Inc. Age: 55 Director Since: 2021 Committees: • Nominating & Corporate Governance | Qualifications and Expertise Provided to Our Board • Extensive background in business management, digital commerce, and global branding, with a deep understanding of how to use technology to drive innovation and growth • Experience implementing profitable growth strategies and business integrations, including expansion into global markets at a company with a portfolio of multi-channel brands • Experience in talent development and succession planning, including successful founder-led leadership transitions • Corporate governance experience at global, public companies through service on the boards of Williams-Sonoma, Fitbit and RealD Professional Experience • President (since 2006), Chief Executive Officer (since 2010) at Williams-Sonoma, Inc., a consumer retail company • Member of the Board of Trustees for the University of Pennsylvania (current) Other Public Company Directorships (current) • Director, Williams-Sonoma, Inc. (since 2010) Former Public Company Directorships (within the past 10 years) • Director, Fitbit, Inc. (2016 – 2021) • Director, RealD Inc. (2013 – 2015) Education • B.A. in Psychology from the University of Pennsylvania |

  12. Biographies of Our Director Nominees

    | SALESFORCE 2024 PROXY STATEMENT | |

  13. Biographies of Our Director Nominees

    | Craig Conway Former President & CEO, PeopleSoft, Inc. Age: 69 Director Since: 2005 Committees: • Compensation • Business Transformation | Qualifications and Expertise Provided to Our Board • Extensive background leading technology and software companies, including as president and chief executive officer of three high-growth technology companies • Significant public company board and corporate governance experience, including on the boards of technology and software companies such as Nutanix, Guidewire Software, and Advanced Micro Devices • In-depth knowledge of the technology sector and Salesforce, having served on our Board and its M&A Committee through periods of immense growth and transformation Professional Experience • Former President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company (1999 – 2004) • Former President and Chief Executive Officer of One Touch Systems (1996 – 1999) • Former President and Chief Executive Officer of TGV Software (1993 – 1996) • Various former executive management positions at leading technology companies, including as Executive Vice President at Oracle Corporation Other Public Company Directorships (current) • Director, Paylocity Holding Corporation (since 2024) • Director, Nutanix, Inc. (since 2017) Former Public Company Directorships (within the past 10 years) • Director, Guidewire Software (2010 – 2019), including as Executive Chairman (2010 – 2014) and Chairman (2014 – 2015; 2016 – 2017) Education • B.S. in Computer Science and Mathematics from the State University of New York at Brockport |

  14. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  15. Biographies of Our Director Nominees

    | Arnold Donald Former President & CEO, Carnival Corporation & plc Age: 69 Director Since: 2023 Committees: • Audit & Finance • Nominating & Corporate Governance | Qualifications and Expertise Provided to Our Board • Expertise in business transformations resulting in growth and operating discipline across several industries, including extensive experience in strategic planning, operations, and distribution at large global companies over a nearly four-decade career • Significant experience in corporate governance and risk management gained through executive leadership and service on the boards of several public companies, including succession planning at founder-led companies • Global, governmental and regulatory experience including through experience on The President’s Export Council, the principal national advisory committee on international trade Professional Experience • Former President and CEO (2013 – 2022) of Carnival Corporation & plc, the world’s largest cruise company • Chair of the World Travel and Tourism Council (since 2021) • Executive Advisor to Wind Point Partners (since 2005) • Operating Partner of Atlas Holdings LLC (since 2002) • Member of the President’s Export Council (1998 – 2005) • Various senior leadership roles at Monsanto Co., including Co-President of the Agricultural Sector and Senior VP and Division President of the Nutrition and Consumer Sector (1977 – 2000) Other Public Company Directorships (current) • Director, GE Vernova, a spin-off of General Electric Company (since 2023) • Director, MP Materials Corp (since 2023) • Director, Bank of America Corp (since 2013) Former Public Company Directorships (within the past 10 years) • Director, Carnival Corporation & plc (2001 – 2022), including as Vice Chair (2022) • Director, Crown Holdings, Inc. (1999 – 2019) • Director, The Laclede Group Inc. (2003 – 2014) Education • B.A. in Economics from Carleton College • B.S. in Mechanical Engineering from Washington University in St. Louis • M.B.A. from The University of Chicago Booth School of Business |

  16. Biographies of Our Director Nominees

    | SALESFORCE 2024 PROXY STATEMENT | |

  17. Biographies of Our Director Nominees

    | Parker Harris Co-Founder & Chief Technology Officer, Slack Age: 57 Director Since: 2018 Committees: • Cybersecurity & Privacy | Qualifications and Expertise Provided to Our Board • Extensive experience in the software sector and deep knowledge of our technology and customer base provides a valuable perspective on our strategic integration and re-positioning of products to create a fully integrated Customer 360 • Deep institutional knowledge of Salesforce and position as a Co-Founder supports the Board’s talent development and leadership planning, and provides invaluable insights into Salesforce’s culture and ecosystem from Trailblazers across the globe • Valuable expertise in cybersecurity and data privacy infrastructure provides our Board and its Cybersecurity & Privacy Committee with deep knowledge in these areas Professional Experience • Co-Founder of Salesforce (in 1999) and Chief Technology Officer of Slack Technologies (since 2024) • Various former senior technical positions at Salesforce since inception, including Chief Technology Officer (2016 – 2024) and Executive Vice President, Technology (2004 – 2013) • Former Co-Founder and Vice President of Left Coast Software, a Java consulting firm (1996 – 1999) Other Public Company Directorships (current) • N/A Former Public Company Directorships (within the past 10 years) • N/A Education • B.A. in English Literature from Middlebury College |

  18. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  19. Biographies of Our Director Nominees

    | Neelie Kroes Former Vice President of the European Commission Age: 82 Director Since: 2016 Committees: • Compensation • Cybersecurity & Privacy (Chair) | Qualifications and Expertise Provided to Our Board • Deep knowledge of international markets and regulatory systems from decades of leadership in multiple European markets and service on numerous global public and private company boards supports the Board’s oversight of Salesforce’s global operations and strategy • Regulatory and governmental relations expertise provides unique insights into the governance of cross-border technology, competition and data security matters • Experience in commercial competition, company mergers and antitrust law, which together provide a valuable perspective as Salesforce competes under a wide range of regulatory regimes Professional Experience • Former Vice President of the European Commission, European Commissioner for Digital Economy and Society (previously for Digital Agenda) (2010 – 2014) and European Commissioner for Competition (2004 – 2010) • Former member of the Dutch House of Representatives, including as State Secretary and Cabinet Minister • Former member of the Global Policy Advisory Board of Uber Technologies (2016 – 2019) • Former Special Advisor to Bank of America Merrill Lynch (2015 – 2018) • Former member of the boards of Prologis, Lucent Technologies Netherlands, Volvo AB, and McDonald’s Netherlands, and as chairperson of Nyenrode University Other Public Company Directorships (current) • N/A Former Public Company Directorships (within the past 10 years) • N/A Education • M.S. in Economics from Erasmus University |

  20. Biographies of Our Director Nominees

    | SALESFORCE 2024 PROXY STATEMENT | |

  21. Biographies of Our Director Nominees

    | Sachin Mehra Financial Expert; Chief Financial Officer, Mastercard Age: 53 Director Since: 2023 Committees: • Audit & Finance (Chair) | Qualifications and Expertise Provided to Our Board • Deep financial and operational expertise, including strong cybersecurity and data privacy knowledge • Leadership experience at a large, global FinTech company, with a track record of technology-focused and customer-centric innovation in a rapidly evolving industry • Significant financial planning and analysis, risk management, treasury, and business unit finance experience as well as extensive global leadership and experience in major markets outside the US Professional Experience • Chief Financial Officer of Mastercard, a global technology company in the payments industry (since 2019), as well as various former financial leadership roles at Mastercard (during his more than 12-year tenure) • Former Vice President and Treasurer (2008 – 2010) and Vice President and Deputy Treasurer (2007 – 2008) at Hess Corporation, a leading global independent energy company • Various former domestic and international roles at General Motors, a global automotive manufacturing company (more than 10 years) Other Public Company Directorships (current) • N/A Former Public Company Directorships (within the past 10 years) • N/A Education • Bachelor of Commerce from the University of Mumbai • M.B.A. from the University of Virginia Darden School of Business |

  22. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  23. Biographies of Our Director Nominees

    | G. Mason Morfit Co-CEO & Chief Investment Officer, ValueAct Capital Age: 48 Director Since: 2023 Committees: • Business Transformation | Qualifications and Expertise Provided to Our Board • Extensive experience working with boards and management teams at companies navigating transformational change to evolve strategic priorities, establish operational discipline and create long-term value for stockholders • First-hand investor perspective and a long track record of supporting and driving profitable growth at portfolio companies, including several in the technology sector • Deep knowledge of and informed perspectives on corporate governance and executive compensation practices from experience as an investor and public company board member Professional Experience • Co-Chief Executive Officer (since 2023), Chief Executive Officer (2020 – 2023) and Chief Investment Officer (since 2017) of ValueAct Capital, a San Francisco-based investment firm with more than $10 billion in assets under management • Member of the Advisory Council for Princeton University’s School of Public and International Affairs (current) • Frequent lecturer on corporate governance and executive compensation at Stanford Law School’s Director’s College, the Graduate School of Business at Stanford University, and the Haas School of Business at the University of California, Berkeley Other Public Company Directorships • N/A Former Public Company Directorships (within the past 10 years) • Microsoft Corporation (2014 – 2017) • Valeant Pharmaceuticals (2007 – 2014; 2015 – 2016) Education • B.A. in Political Economy from Princeton University |

  24. Biographies of Our Director Nominees

    | SALESFORCE 2024 PROXY STATEMENT | |

  25. Biographies of Our Director Nominees

    | Oscar Munoz Former Chairman & CEO, United Airlines Holdings, Inc. Age: 65 Director Since: 2022 Committees: • Business Transformation (Chair) | Qualifications and Expertise Provided to Our Board • Experiences gained over four decades in business management, operations, corporate finance and accounting, including executive leadership roles across multiple industries and several public company board roles, provides a perspective that spans market cycles, business cycles and the navigation of strategic priorities by businesses over the long-term • Significant experience leading successful business transformations at large, global companies, which included driving topline growth, cost management and digital innovation to enhancing customer satisfaction; this experience is key to Mr. Munoz’s leadership of the Board’s Business Transformation Committee • Insights gained as a former member of Salesforce’s Global Advisory Board inform deep understanding of our customers and brand building Professional Experience • Former Chief Executive Officer of United Airlines Holdings, Inc., an aviation company (2015 – 2020) • Former member of the Salesforce Global Advisory Board (2020 – 2021) • Former President and Chief Operating Officer (2015), Executive Vice President and Chief Operating Officer (2012 – 2015), and Executive Vice President and Chief Financial Officer (2003 – 2012) of CSX Corporation, a railroad and intermodal transportation services company • Member of Fidelity’s Equity & High Income Funds Board of Trustees, TelevisaUnivision, Inc. Board of Directors, the Defense Business Board, the Brookings Institution Board of Trustees, and the University of Southern California Board of Trustees (current) • Various former leadership roles at AT&T, US West and The Coca Cola Company Other Public Company Directorships (current) • Director, Archer Aviation Inc. (since 2021) • Director, CBRE Group, Inc. (since 2020) Former Public Company Directorships (within the past 10 years) • Director, United Airlines Holdings, Inc. (2010 – 2021), including as Chairman (2020 – 2021) • Director, CSX Corporation (2015) Education • B.A. from the University of Southern California • M.B.A. from Pepperdine University |

  26. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  27. Biographies of Our Director Nominees

    | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital Age: 69 Director Since: 2013 Committees: • Compensation (Chair) • Nominating & Corporate Governance | Qualifications and Expertise Provided to Our Board • Extensive experience advising growth-oriented technology companies on strategic, legal, and regulatory matters from more than two decades at Wilson Sonsini Goodrich & Rosati, P.C. • Brings significant global leadership experience and relationships, a deep understanding of global markets, and a track record of successful crisis management • Deep knowledge and experience overseeing and guiding digital transformation strategies as an investor and through service on the boards of Rakuten Group and Sony Professional Experience • Co-Founding Partner of Geodesic Capital, a mid-late stage venture capital firm founded in 2015 • Senior Advisor to Centerview Partners, an international investment banking advisory firm (since 2014) • Advisor for the Toyota Research Institute (since 2016) • Member of the Board of Directors for the Maureen and Mike Mansfield Foundation (current) • Former U.S. Ambassador to Japan (2009 – 2013) • Former Chief Executive Officer of Wilson Sonsini Goodrich & Rosati, P.C. and practicing corporate and securities law attorney (1985 – 2009) • Formerly served on the Global Advisory Board of Mitsubishi UFJ Financial Group • Founder of the TOMODACHI Initiative, a partnership to identify and invest in the next generation of Japanese and American leaders • Recipient of the Grand Cordon of the Order of the Rising Sun, Japan’s highest honor for foreign nationals Other Public Company Directorships (current) • N/A Former Public Company Directorships (within the past 10 years) • Director, Rakuten Group, Inc. (2021 – 2023) • Director, Sony Corporation (2014 – 2020) Education • A.B. in Political Science from Stanford University • J.D. from Stanford Law School |

  28. Biographies of Our Director Nominees

    | SALESFORCE 2024 PROXY STATEMENT | |

  29. Biographies of Our Director Nominees

    | Robin Washington Lead Independent Director & Financial Expert; Former EVP & CFO, Gilead Sciences, Inc. Age: 61 Director Since: 2013 Committees: • Audit & Finance • Nominating & Corporate Governance (Chair) • Business Transformation | Qualifications and Expertise Provided to Our Board • Extensive leadership and operational experience across industries, including the technology and life sciences industries, where Ms. Washington has led and overseen the maturation of strategy and operations at multiple highly successful companies • Deep financial and capital markets expertise with a track record of operating discipline and a differentiated ability to build relationships with key stakeholders to drive action • Strong public board and corporate governance experience, developed through board roles at companies such as Alphabet, Honeywell International and Vertiv Holdings, and experience serving on and leading key board committees Professional Experience • Former Advisor (2019 – 2020), Executive Vice President and Chief Financial Officer (2014 – 2019), and Senior Vice President and Chief Financial Officer (2008 – 2014) of Gilead Sciences, Inc., a biopharmaceutical company • Former Chief Financial Officer of Hyperion Solutions, an enterprise software company (2006 – 2007) • Various former executive positions at PeopleSoft, Inc., a provider of enterprise application software (nearly 10 years) • Member of the Presidents Council and Ross Business School Advisory Board at the University of Michigan, the Board of Directors of UCSF Benioff Children’s Hospital Oakland, and the Board of Trustees of the Financial Accounting Foundation (current) • Certified Public Accountant Other Public Company Directorships (current) • Director, Vertiv Holdings Co. (since 2020) • Director, Alphabet Inc. (since 2019) • Director, Honeywell International, Inc. (since 2013) Former Public Company Directorships (within the past 10 years) • N/A Education • B.A. in Business Administration from the University of Michigan • M.B.A. from Pepperdine University |

  30. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  31. Biographies of Our Director Nominees

    | Maynard Webb Founder, Webb Investment Network Age: 68 Director Since: 2006 Committees: • Cybersecurity & Privacy • Business Transformation | Qualifications and Expertise Provided to Our Board • Decades of experience successfully scaling, managing and guiding high-growth technology companies, as an executive, board member and investor • Expert technologist with an extensive background in controls, technical operations and cybersecurity and a demonstrated track record of solving complex problems to scale businesses • During his tenure on the Salesforce Board, he has helped guide the Company’s growth and scale as its market capitalization has increased by more than 6000% • Experience on the boards of other public companies, including as former Chairman of Yahoo!, brings continued independent leadership to the Board Professional Experience • Founder of Webb Investment Network, an early-stage venture capital firm dedicated to nurturing entrepreneurs and enabling them to build high-growth companies (since 2010) • Member of the Executive Partner Group at Solamere Capital, a multi-strategy private equity investment firm (since 2022) • Former Chairman of the Board (2008 – 2013) and Chief Executive Officer (2006 – 2011) of LiveOps, Inc., a provider of on-demand call center solutions • Former Chief Operating Officer of eBay Inc., a global online marketplace (2002 – 2006) • Former President of eBay Technologies (1999 – 2002) • Former Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer (1998 – 1999) • Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer (1995 – 1998) • Author of “Rebooting Work: Transform How You Work in the Age of Entrepreneurship” and “Dear Founder: Letters of Advice for Anyone Who Leads, Manages, or Wants to Start a Business” Other Public Company Directorships (current) • Director, Visa Inc. (since 2014) Former Public Company Directorships (within the past 10 years) • Director, Yahoo! Inc. (2012 – 2017), including as Chairman (2013 – 2017) Education • B.A.A. from Florida Atlantic University |

  32. Biographies of Our Director Nominees

    | SALESFORCE 2024 PROXY STATEMENT | |

  33. Biographies of Our Director Nominees

    | Susan Wojcicki Former CEO, YouTube Age: 55 Director Since: 2014 Committees: • Cybersecurity & Privacy | Qualifications and Expertise Provided to Our Board • Widely recognized as a leader in the technology sector, having helped build technology and lead businesses at some of the sector’s most respected companies • Direct engineering, product development and management experience, coupled with expertise in marketing, brand building and data privacy, which together provides our Board with strong knowledge and oversight of the creation of successful, integrated software products • Significant experience leading innovative and profitable business transformations, including the creation of Google’s online advertising business and the successful integration of YouTube into Google post-acquisition Professional Experience • Advisor to YouTube, Google and Alphabet, a multinational technology company (since 2023) • Member of the Board of Directors of Waymo, a subsidiary of Alphabet (since 2023) • Former Chief Executive Officer of YouTube, a digital video platform and subsidiary of Alphabet Inc. (previously Google Inc.) (2014 – 2023) • Joined Google as its marketing manager in 1999, and after serving in various positions in marketing and product development, served as Google’s Senior Vice President of Advertising & Commerce (2011 – 2014) • Previously worked at Intel Corporation and served as a management consultant at consulting firms Bain & Company and R.B. Webber & Company Other Public Company Directorships (current) • N/A Former Public Company Directorships (within the past 10 years) • N/A Education • A.B. in History and Literature from Harvard University • M.S. in Economics from the University of California, Santa Cruz • M.B.A. from the University of California, Los Angeles |

  34. Biographies of Our Director Nominees

    | | SALESFORCE 2024 PROXY STATEMENT |

  35. Identification and Evaluation of Director Nominees

    Identification and Evaluation of Director Nominees The Governance Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Governance Committee through directors, management, stockholders or third parties. Such candidates are appointed to the Board following a robust assessment and recruiting process guided by our Lead Independent Director, which has involved extensive candidate interviews as well as consultations with a third-party search firm. In connection with Mr. Morfit’s appointment, the Company entered into an agreement with ValueAct Capital, as described in Salesforce’s Current Report on Form 8-K filed with the SEC on January 27, 2023. The Governance Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Governance Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination and engages a third-party search firm to assist in identifying such candidates. The evaluation of these candidates may be based solely upon information provided to the Governance Committee or may also include discussions with persons familiar with the candidate, one or more interviews of the candidate or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates. The Governance Committee evaluates and recommends candidates for membership on the Board consistent with criteria established by the committee. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective perspective and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates also must have sufficient time available in the judgment of the Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend and participate in Board and applicable committee meetings. The Governance Committee also focuses on diversity, including diversity of gender, race and ethnicity, education, professional experience and differences in viewpoints and skills. While the Governance Committee does not have a formal policy with respect to diversity, the Board and the Governance Committee believe that it is essential that the Board members represent diverse viewpoints. The Governance Committee assesses its effectiveness in this regard as part of the annual Board evaluation process described on page 30. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. The Governance Committee will also seek appropriate input from the CEO from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members. Stockholders may recommend director candidates for general consideration by the Governance Committee by submitting the individual’s name, qualifications and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Corporate Secretary of the Company. The Governance Committee evaluates candidates recommended by stockholders against the same criteria and pursuant to the same policies, procedures and processes applicable to the evaluation of candidates proposed by other sources. As noted elsewhere in our proxy statement, stockholders may, pursuant to applicable law and the requirements of the Company’s Bylaws, directly nominate candidates to stand for election to the Board by stockholders, and the Company respects such stockholder rights. With respect to such Bylaw provisions, the Company will not, without a stockholder vote, adopt new amendments (except as noted below) that would expressly (1) require nominating investment fund stockholders to disclose the confidential identities of their less than five percent “passive” third-party limited partners who are not otherwise involved in the nomination, campaign or the Company solely on account of such member’s economic interests in the nominating fund, or (2) require nominating stockholders to disclose unrelated information regarding their confidential future plans for nominating other candidates to other public company boards or prior nominations of other candidates and proposals previously privately submitted to other public companies in the past. If the Board, in its exercise of its fiduciary responsibilities, deems it to be in the best interests of the Company and its stockholders to adopt such a provision without the delay due to the time required to seek a stockholder vote, the Board will publicly disclose such Bylaw amendment in accordance with applicable law and either subsequently submit such bylaw provision to stockholders for ratification or cause the bylaw amendment to expire within one year.

  36. Compensation of Directors

    Compensation of Directors Under our fiscal 2024 compensation policy for non-employee directors, on February 16, 2023, each non-employee director serving at such time received a restricted stock unit (“RSU”) grant with a grant date fair value of approximately $360,000 and, on April 1, 2023, each non-employee director appointed to the Board on March 1, 2023 received a pro-rated RSU grant with a grant date fair value of $332,234. The RSU grants generally vest in four equal installments on February 22, May 22, August 22 and November 22, 2023, subject to each non-employee director’s continued service through each such date. The value of the RSU grant was pro-rated for non-employee directors who, at the time of grant, had notified the Company that they did not intend to stand for reelection at our 2023 annual meeting of stockholders, and, as described above, was also pro-rated for any non-employee directors whose appointment or election to the Board began after the beginning of fiscal 2024. Pro-rated RSUs vested on the same vesting dates as above, subject to adjustment based on the last day of service for departing non-employee directors or the grant date for new non-employee directors. All RSU awards were made pursuant to our 2013

  37. Compensation of Directors

    | | SALESFORCE 2024 PROXY STATEMENT |

  38. Compensation of Directors

    Equity Incentive Plan. In addition, we pay annual cash fees to our Lead Independent Director and the chairs of each Board committee. The fiscal 2024 annual fees for these Board leadership roles were as follows: $150,000 for the Lead Independent Director, $50,000 for the chair of each of the Audit Committee, Governance Committee and Compensation Committee and $25,000 for the chairs of each other standing committee of the Board. These cash fees are paid on a quarterly basis. We also reimbursed our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with attending Company events. The following table sets forth information on the compensation earned during fiscal 2024 by our non-employee directors. The table excludes Messrs. Benioff and Harris, who did not receive separate compensation for their service as directors for fiscal 2024.

  39. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024

  40. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Laura Alber | — | $359,924 | $359,924 | | Craig Conway | — | $359,924 | $359,924 | | Arnold Donald | — | $332,234 | $332,234 | | Alan Hassenfeld(2) | — | $179,878 | $179,878 | | Neelie Kroes | $25,000 | $359,924 | $384,924 | | Sachin Mehra | $25,000 | $332,234 | $357,234 | | Mason Morfit | — | $332,234 | $332,234 | | Oscar Munoz | $25,000 | $359,924 | $384,924 | | Sanford Robertson(2) | $25,000 | $179,878 | $204,878 | | John V. Roos | $50,000 | $359,924 | $409,924 | | Robin Washington | $200,000 | $359,924 | $559,924 | | Maynard Webb | — | $359,924 | $359,924 | | Susan Wojcicki | — | $359,924 | $359,924 |

  41. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (1) Stock awards consist of an RSU grant on February 16, 2023 to each of our then-serving non-employee directors with a grant date fair value of $359,924, except for Messrs. Hassenfeld and Robertson, each of whom received an RSU grant with a grant date fair value of $179,878 given they did not intend to stand for reelection at the 2023 annual meeting of stockholders. The RSUs vested in four equal installments on February 22, May 22, August 22, and November 22, 2023, except that Messrs. Hassenfeld’s and Robertson’s RSUs vested in two equal installments on February 22 and May 22, 2023, subject in each case to continued service through each such date. In addition, Messrs. Donald, Mehra and Morfit received pro-rated RSU grants on April 1, 2023 following their appointment to the Board on March 1, 2023, with a grant date fair value of $332,234. The amounts reported are the aggregate grant date fair value, which is calculated by multiplying the number of shares subject to the RSU grant by the closing price of our common stock on the date of grant. No non-employee directors held unvested stock awards as of the end of fiscal 2024. |

  42. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (2) Retired from the Board effective as of June 8, 2023. |

  43. Fiscal 2025 Director Compensation Program

    Fiscal 2025 Director Compensation Program Our Governance Committee periodically reviews our director compensation program. In considering and ultimately recommending the compensation for our non-employee directors for fiscal 2025, the Governance Committee considered the views and interests of stockholders, and it reviewed a report on non-employee director compensation practices at a group of peer companies prepared by Compensia, Inc. setting forth competitive market data for the same peer group used to assess Executive Officer compensation as well as information on market practice. The Governance Committee determined that the companies included within this peer group were appropriate comparators for our industry, size and competitive environment for executives and directors. After this review and upon the recommendation of the Governance Committee, in December 2023, the Board approved the fiscal 2025 compensation program for our non-employee directors. The Board made no changes to the fiscal 2025 compensation program, except that the annual RSU grant for fiscal 2025 is valued at $375,000. Other than for Mr. Morfit, who waived receipt of the fiscal 2025 annual RSU grant, the annual RSU grants will vest in equal installments on February 22, May 22, August 22 and November 22, 2024, subject to each non-employee director’s continued service through such date.

  44. Fiscal 2024 Executive Compensation Program Highlights

    | Three-Year PRSUs April 2020 – April 2023 | 0% Formulaic Payout | Metric Relative TSR Result: 21st Percentile |

  45. Fiscal 2024 Executive Compensation Program Highlights

    | Annual Performance Bonus Fiscal 2024 | 100% Formulaic Payout | Metrics Revenue, Operating Cash Flow, Non-GAAP Income from Operations, Equality and Sustainability Combined Results: ~118%* (*Funding capped at 100%) |

  46. Fiscal 2024 Executive Compensation Program Highlights

    | • | Maintained Target Total Cash Compensation Levels. For the ninth year in a row, we maintained Mr. Benioff’s base salary and target bonus at fiscal 2016 levels. We also made no changes to the other NEOs’ base salary and target bonus levels. |

  47. Fiscal 2024 Executive Compensation Program Highlights

    | • | Set Rigorous Performance Goals. We established rigorous performance goals for our annual performance cash bonus and performance-based RSU (“PRSU”) programs, setting financial performance targets consistent with, or exceeding, our publicly announced fiscal 2024 financial guidance. Target payout for the three-year relative TSR goal in our PRSU program requires TSR outperformance at the 60th percentile relative to the Nasdaq-100 companies. |

  48. Fiscal 2024 Executive Compensation Program Highlights

    | • | Restructured PRSU Program to Include Profitability Metric. We restructured our PRSU program to include non-GAAP operating margin, equally weighted with relative TSR. We continue to measure performance over a three-year period for relative TSR, and measure non-GAAP operating margin over three fiscal year periods, with any earned PRSUs eligible to “cliff” vest three years after grant. |

  49. Fiscal 2024 Executive Compensation Program Highlights

    | • | CEO Equity Mix Continued to Consist of 60% PRSUs. We continued to deliver 60% of the total target value of our CEO’s fiscal 2024 equity awards in the form of PRSUs, with the remaining 40% delivered in stock options. |

  50. Fiscal 2024 Executive Compensation Program Highlights

    | • | Increased the PRSU Component of the Standard Equity Mix for Other NEOs to 50%. We increased the PRSU weighting of our overall equity award mix to 50% and eliminated stock options from our standard equity mix for Executive Officers, except for Mr. Millham, whose equity award mix is governed by his pre-existing agreement (described below under “—Pre-existing Retention Agreement with Mr. Millham”). |

  51. Fiscal 2024 Executive Compensation Program Highlights

    | • | Set CEO Total Fiscal 2024 Long-Term Equity Incentive Opportunity Between the 50th and 75th Percentile. Under Mr. Benioff’s leadership, the Company delivered exceptional value to stockholders in fiscal 2024. To recognize his leadership during the year and to deliver a market competitive long-term equity incentive opportunity reflecting these achievements, the Compensation Committee granted Mr. Benioff a long-term equity award in January 2024 in addition to his initial long-term equity incentive opportunity. The January 2024 grant, in addition to the initial grant, brought the total target value of his fiscal 2024 long-term equity incentive opportunity to a market competitive range between the 50th and 75th percentile of our compensation peer group. See “—Fiscal 2024 Long-Term Equity Award Decisions—Fiscal 2024 Equity Awards for Mr. Benioff” below for additional information. |

  52. Fiscal 2024 Executive Compensation Program Highlights

    | • | Reduced the Amount of the Fiscal 2024 Long-Term Equity Incentives for Other Continuing NEOs. In connection with its annual compensation review during the first quarter of the fiscal year, to reflect Company performance in fiscal 2023, the Compensation Committee reduced the total target values of the annual long-term equity incentives for our continuing NEOs (other than as contractually required) by approximately 21% compared to fiscal 2023. |

  53. Philosophy and Objectives

    Philosophy and Objectives Our compensation philosophy is driven by our objective to attract and retain the premier talent needed to lead our Company in a dynamic, innovative and competitive environment and to strongly align the interests of our NEOs with those of our stockholders. To accomplish this, we use compensation structures directly tied to the performance of our common stock, as well as key drivers of Company performance, including non-GAAP operating margin, revenue, operating cash flow and non-GAAP income from operations. Our executive compensation program is aligned with our overall business strategy, with a focus on driving profitable growth and long-term value for our stockholders. We use a mix of base salary, annual performance-based cash incentive awards and long-term equity awards to incentivize and reward contributions to our performance and creation of stockholder value over time. Over 90% of our NEOs’ average target total direct compensation is variable and at-risk, consisting of an annual performance cash bonus opportunity and long-term equity awards comprised of PRSUs, stock options and RSUs, as described further below.

  54. WHAT WE DO

    | | Provide double-trigger cash, option and RSU change of control benefits | | | Conduct an annual advisory vote on NEO compensation | | | Review and evaluate our executive compensation and compensation peer group on a regular basis | | | Maintain a clawback policy that applies to performance-based cash and equity programs | | | Engage an independent compensation consultant to advise the Compensation Committee | | | Require our NEOs to satisfy stringent stock holding requirements | | | Regularly assess the risk-reward balance of our compensation programs to mitigate undue risks in our programs |

  55. WHAT WE DON’T DO

    | | No pension plans | | | No supplemental executive retirement plans | | | No stock option repricing without stockholder approval | | | No excise tax gross-ups upon a change of control |

  56. WHAT WE DON’T DO

    | | No hedging or pledging of our securities | | | No payment of dividends or dividend equivalents until the related equity awards have vested | | | No cash severance payments that exceed 2.99 times an Executive Officer’s base salary plus annual bonus target without stockholder approval |

  57. Compensation Elements and Compensation for Named Executive Officers

    Compensation Elements and Compensation for Named Executive Officers We award cash compensation to our NEOs in the form of base salaries and annual cash incentives under our Annual Performance Bonus Plan, and we award long-term equity incentive awards in the form of PRSUs, RSUs and, to a lesser extent, stock options. We also provide certain other benefits, generally consistent with what we provide to other employees. We believe that each of these compensation elements is necessary to attract and retain our NEOs in a very competitive market for executive talent. Over 90% of our NEOs’ combined cash and equity target compensation opportunity for fiscal 2024 was variable and at-risk.

  58. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    Fiscal 2024 Base Salary and Target Cash Bonus Opportunity We believe we must offer competitive base salaries to attract, motivate and retain high-performing executive officers. Base salary also informs each NEO’s individual target cash bonus opportunity, which is expressed as a percentage of base salary. The Compensation Committee has generally set the base salaries and annual bonus opportunities for our NEOs after considering factors and input from its compensation consultant, which may include:

  59. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | • | a market review of the base salaries paid to executives in our compensation peer group, as well as broader market survey data; |

  60. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | • | the overall compensation that each NEO may potentially receive during employment with us; |

  61. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | • | Company and individual performance; |

  62. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | • | the role, responsibility and experience of each NEO; |

  63. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | • | the level, scope and objectives of each NEO’s position; and |

  64. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | • | internal compensation alignment. |

  65. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    Before setting fiscal 2024 base salaries and bonus opportunities, the Compensation Committee conducted a review of our executive compensation program. Based on this review, and to reflect fiscal 2023 performance, the Compensation Committee determined not to change any of the NEOs’ fiscal 2024 base salaries or target bonus opportunities. Mr. Niles joined the Company later in fiscal 2024. The Compensation Committee set Mr. Niles’ base salary at $900,000 and his target bonus opportunity at 100%, effective upon his start date. Similar to the Compensation Committee’s ordinary course annual review of base salaries and bonus opportunities for our other NEOs, the Compensation Committee considered market data, compensation peer group data, internal compensation alignment, and other relevant data and information provided by its compensation consultant.

  66. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | Named Executive Officer | Fiscal 2024 Base Salary | Change from Fiscal 2023 | Fiscal 2024 Target Cash Bonus Opportunity (% of Base Salary) | Change from Fiscal 2023 | | Marc Benioff | $1,550,000 | No change | 200% | No change | | Amy Weaver | $1,000,000 | No change | 100% | No change | | Srinivas Tallapragada | $1,000,000 | No change | 100% | No change | | Brian Millham | $900,000 | No change | 100% | No change | | Sabastian Niles(1) | $900,000 | N/A | 100% | N/A |

  67. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | (1) Mr. Niles joined the Company on July 31, 2023. His annual base salary and bonus opportunity were pro-rated for fiscal 2024. |

  68. Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

    | | SALESFORCE 2024 PROXY STATEMENT |

  69. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses Our broad-based Annual Performance Bonus Plan is designed to tie individual cash bonus awards to achievement against key Company performance metrics that align with the interests of our stockholders. The actual bonus amounts earned by each NEO are based upon the achievement of pre-established Company financial performance goals, ESG measures and the NEO’s individual performance for the year. Attainment against Company performance goals is capped at 100% of target funding. In addition, the Compensation Committee can exercise discretion to reduce the formulaic funding percentage. Individual performance can increase or decrease the final bonus determination up to a maximum of 125% of an NEO’s bonus target. The Compensation Committee believes that the annual performance metrics contribute to driving long-term stockholder value, play an important role in incentivizing performance, and help attract, motivate, and retain our NEOs. Consideration of individual performance provides for individual accountability and the ability to differentiate pay based on outcomes that fall above or below expectations for the year, taking into consideration input from our CEO.

  70. NEO Bonus Payout Formula

    NEO Bonus Payout Formula The Compensation Committee typically approves the Company performance goals during the first quarter of the fiscal year. After the first half of the fiscal year, we pay 25% of the full target bonus amount for all employees, including our NEOs, and after the end of the fiscal year, we pay any remaining amount earned. The remaining amount is determined based on the level of achievement against the applicable Company performance goals and individual performance.

  71. Fiscal 2024 Performance Metrics and Fiscal 2024 Payouts

    Fiscal 2024 Performance Metrics and Fiscal 2024 Payouts For fiscal 2024, the Compensation Committee approved the following three equally weighted Company financial performance metrics: revenue, operating cash flow and non-GAAP income from operations. The Compensation Committee believes that basing NEO bonus amounts on these financial measures aligns NEO incentives with stockholder interests in accordance with our compensation philosophy. In addition, the Compensation Committee approved ESG objectives, consisting of two equality measures and two sustainability measures, all equally weighted. The Company financial measures are collectively weighted at 90% and the ESG measures are collectively weighted at 10% for purposes of determining NEO bonus payouts. The Compensation Committee believes that these measures and weightings are appropriate to incentivize achievement of annual Company performance objectives that further our strategy, are used by investors to evaluate our financial performance, and build accountability.

  72. Fiscal 2024 Performance Metrics and Fiscal 2024 Payouts

    | SALESFORCE 2024 PROXY STATEMENT | |

  73. Fiscal 2024 Performance Metrics and Fiscal 2024 Payouts

    Financial Performance Measures. The financial measures serve as clear goals for our NEOs to achieve growth and profitability objectives that are key indicators of our financial strength and long-term profitable growth. A threshold level of performance must be met for each of the relevant financial metrics to fund that component of NEO bonuses. The Compensation Committee believes that financial targets should be rigorous and challenging. As shown below, the Compensation Committee set the fiscal 2024 financial targets substantially higher than the fiscal 2023 financial targets and actual results. In addition, the fiscal 2024 financial targets exceeded fiscal 2024 guidance published (or implied by our published guidance) at the beginning of fiscal 2024.

  74. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment (Amounts in $ millions)

  75. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | Financial Measures(1) | Fiscal 2023 | | Fiscal 2024 | | | | | Target | Actual(2) | Target | Actual | Achievement | | Revenue | $32,274 | $31,352 | $34,705 | $34,857 | 100.4% | | Operating Cash Flow | $7,450 | $7,111 | $8,320 | $10,234 | 123.0% | | Non-GAAP Income from Operations | $6,455 | $6,794 | $9,370 | $10,689(3) | 114.1% | | Total Formulaic Attainment for Financial Performance Measures | | | | | 125.4%(4) |

  76. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | (1) For purposes of the Annual Performance Bonus Plan, “Revenue” is defined as our GAAP revenues, as may be adjusted to exclude certain acquisitions; “Operating Cash Flow” is defined as our GAAP operating cash flow; and “Non-GAAP Income from Operations” is defined as our non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of stock-based compensation expense, amortization of acquisition-related intangible assets, and charges related to the restructuring plan), further excluding the impact of adjustments to the bonus payout percentage for amounts payable under the Annual Performance Bonus Plan, and as may be further adjusted for the impact of certain acquisitions. As a result, these financial metrics may differ from the financial results we report in our quarterly earnings release materials. See also Appendix A for an explanation of how non-GAAP income from operations, as reported in our quarterly earnings release materials, is calculated from our audited financials. |

  77. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | (2) Results based on fiscal 2023 adjustments applicable to our annual bonus plan, as described in our 2023 proxy statement. |

  78. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | (3) Results based on fiscal 2024 adjustments to Non-GAAP Income from Operations applicable to the Annual Performance Bonus Plan. |

  79. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | (4) Represents the sum of the bonus funding drivers for each financial component based on the applicable payout scales. However, as noted above, formulaic funding is capped at 100% for Company performance. |

  80. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | Per the table above, actual attainment exceeded our fiscal 2024 financial targets for cash bonus payouts on all counts: • Revenue was $34,857 million, up 11% year-over-year; • Operating cash flow was $10,234 million, up 44% year-over-year; and • Non-GAAP income from operations was $10,689 million, up 57% year-over-year. |

  81. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    Based on our performance against these targets, the weighted contribution for the financial performance component of NEO bonus payouts was 112.9% (weighted at 90% of overall Company performance) for fiscal 2024. ESG Measures. In fiscal 2024, to foster accountability and accelerate our ESG initiatives, we continued to include ESG performance as part of the Annual Performance Bonus Plan targets, weighted at 10% of overall Company performance. We included two equality measures and two sustainability measures, each weighted equally. Each metric accounts for 25% of the overall ESG component if the applicable target is met or exceeded, or 0% if attainment is below target levels. The equality measures focus on increasing representation of women, Black, Latinx, Indigenous and Multiracial employees. The sustainability measures focus on reducing global air travel emissions intensity, as well as increasing the percentage of spend with suppliers who have signed Salesforce’s Sustainability Exhibit, a procurement contract with the goal of reducing our collective carbon footprint and helping our suppliers set and meet climate targets. These measures are strategically aligned with existing public commitments and key initiatives.

  82. Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

    | | SALESFORCE 2024 PROXY STATEMENT |

  83. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

  84. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | ESG Measures (and Weighting) | | Performance Targets | Achievement | | 50% Equality | U.S. Underrepresented Minorities & Women (25% weighting) | 48.5% of our U.S. Employees identify as Underrepresented Minorities(1) and/or Women as of the end of fiscal 2024 | Below Target | | | Global Women (25% weighting) | 37% of our Global Employees identify as Women as of the end of fiscal 2024 | Below Target | | 50% Sustainability | Air Travel (25% weighting) | 50% Reduction in air travel emissions intensity(2) (GHG emissions / Revenue) for fiscal 2024 relative to fiscal 2020 levels | Exceeded Target | | | Supplier Engagement (25% weighting) | 45% of Spend in fiscal 2024 with suppliers who have signed an agreement with a Salesforce Supplier Sustainability Exhibit(3) | Exceeded Target | | Total Formulaic Attainment for ESG Measures | | | 50% |

  85. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | (1) Underrepresented Minorities (URM) refers to ethnic or racial groups whose population is disproportionate to the population in society. In the U.S., we are referring to Black, Latinx, Native American, Native Hawaiian and Other Pacific Islander, and Multiracial employees of two or more races. |

  86. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | (2) Air travel emissions intensity is the amount of greenhouse gas (GHG) emissions attributed to air travel per unit of annual revenue. |

  87. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | (3) The Sustainability Exhibit is the set of sustainability-related terms that Salesforce aims to include in supplier contracts. With the Sustainability Exhibit, we ask suppliers to set science-based targets, increase sustainability disclosures, and deliver carbon-neutral products and services as part of their agreement with Salesforce. |

  88. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    As shown above, we exceeded target performance for two of our ESG measures for fiscal 2024 and did not meet target performance for the other two. Because attainment of our ESG measures is binary based on whether we meet our established targets, the weighted contribution for the ESG component of NEO bonus payouts was 5.0%. Fiscal 2024 NEO Bonus Payouts. Our performance against our financial and ESG performance targets for fiscal 2024 resulted in a combined formulaic result of approximately 118% of target, based on weighted contributions of 112.9% and 5.0% for our financial and ESG goals, respectively. However, the actual combined payout percentage for NEO bonuses was reduced to 100% because our combined Company performance payout is capped at 100% of target. The Compensation Committee approved fiscal 2024 bonus payments for each individual NEO at 100% of the target opportunity.

  89. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | Named Executive Officer | Target Annual Bonus Opportunity | Company Performance: Final Payout Percentage Reflecting Funding Cap(1) | Individual Performance Multiplier | Fiscal 2024 Actual Bonus Payment | | Marc Benioff | $3,100,000 | 100% | 100% | $3,100,000 | | Amy Weaver | $1,000,000 | 100% | 100% | $1,000,000 | | Srinivas Tallapragada | $1,000,000 | 100% | 100% | $1,000,000 | | Brian Millham | $900,000 | 100% | 100% | $900,000 | | Sabastian Niles(2) | $456,164 | 100% | 100% | $456,164 |

  90. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | (1) Actual performance resulted in a combined formulaic payout percentage of approximately 118% of target prior to applying the funding cap. |

  91. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | (2) Mr. Niles commenced employment on July 31, 2023; amount reflects pro-rated bonus eligible salary. |

  92. Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

    | SALESFORCE 2024 PROXY STATEMENT | |

  93. Long-Term Equity Incentives

    Long-Term Equity Incentives The Compensation Committee periodically reviews our equity compensation program from a market perspective as well as in the context of our overall compensation philosophy. The Compensation Committee also considers the appropriateness of various equity vehicles, such as PRSUs, stock options and RSUs, as well as overall program costs (which include both stockholder dilution and compensation expense), when evaluating the long-term incentive mix for our NEOs. Further, the Compensation Committee considers peer company data and competitive positioning, each NEO’s individual performance, and stockholder feedback. Fiscal 2024 LTI Program Mix and Program Changes. Consistent with the annual long-term equity award mix for our CEO in fiscal 2023, Mr. Benioff received approximately 60% of his fiscal 2024 annual long-term equity award value in PRSUs and 40% in stock options, both of which the Compensation Committee consider to be performance-based. At the same time, the Compensation Committee increased the PRSU weighting of the overall equity award mix for our other Executive Officers and eliminated stock options from the standard equity award mix. As a result, Ms. Weaver and Mr. Tallapragada each received approximately 50% of their fiscal 2024 annual long-term equity award value in PRSUs and 50% in RSUs. As required under Mr. Millham’s pre-existing retention agreement (described below), Mr. Millham received approximately 50% of his fiscal 2024 annual long-term equity award value in stock options and 50% in RSUs. PRSU Program Redesign. As discussed above, in April 2023, the Compensation Committee approved substantive changes to our fiscal 2024 PRSU program. These changes were made after considering stockholder feedback, comparative market and peer data, as well as input from management and the Compensation Committee’s independent compensation consultant. We transitioned from a program that paid out based on a single performance metric (relative TSR) to a program that pays out based on relative TSR and non-GAAP operating margin performance, weighted equally. The Compensation Committee believes that including an operational metric in addition to TSR better motivates our Executive Officers to focus on core operational performance, which our leaders are most able to directly influence, while continuing to align their interests with stockholders through the relative TSR metric. We selected non-GAAP operating margin because we believe it is a key indicator of our performance as we continue to transform our Company and drive stockholder value through operating discipline and profitable growth.

  94. Performance Levels and Payout Scales

    Performance Levels and Payout Scales

  95. Performance Levels and Payout Scales

    | Performance Level | Relative TSR PRSUs | Operating Margin PRSUs | Payout Percentage (as % of Target PRSUs) | | | TSR Percentile Rank v. PRSU Index Group over Three-Year Measurement Period | Operating Margin Performance (% of FY Non-GAAP Operating Margin Target) | | | Below Threshold | Below 25th percentile | Below 85% of Target | 0% | | Threshold | ≥ 25th percentile | ≥ 85% of Target | 25% | | Target | ≥ 60th percentile | ≥ 100% of Target | 100% | | Maximum | ≥ 85th percentile | ≥ 115% of Target | 200% |

  96. Performance Levels and Payout Scales

    Attainment between performance levels and the corresponding payout percentages is interpolated on a straight-line basis.

  97. Performance Levels and Payout Scales

    | • | Target payout for the TSR metric requires TSR outperformance at the 60th percentile compared to the Nasdaq-100 Index group of companies (the “PRSU Index Group”) as of the beginning of the performance period; |

  98. Performance Levels and Payout Scales

    | • | Final payout percentages not determined until the end of the full three-year performance period; |

  99. Performance Levels and Payout Scales

    | • | Maximum payout is capped at 2x target; |

  100. Performance Levels and Payout Scales

    | • | No payout above target for the TSR metric if our TSR on an absolute basis is negative; and |

  101. Performance Levels and Payout Scales

    | • | Requires continued employment through the third anniversary of the grant date. |

  102. Performance Levels and Payout Scales

    | | SALESFORCE 2024 PROXY STATEMENT |

  103. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units Relative TSR PRSU Component. For PRSUs that vest based on relative TSR (“Relative TSR PRSUs”), we measure our TSR percentile rank over a three-year performance period relative to the PRSU Index Group to determine the final payout percentage, which ranges from 0% to 200% of target. There is no payout if our relative TSR rank is below the 25th percentile and target payout requires TSR outperformance at the 60th percentile compared to the PRSU Index Group over the three-year performance period. Payouts are capped at 100% of target if our absolute TSR is negative, regardless of our relative TSR percentile ranking. Any earned Relative TSR PRSUs are eligible to “cliff” vest on (or shortly after) the third anniversary of grant, subject to the NEO’s continuous employment through the vesting date. Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below. Operating Margin PRSU Component. For PRSUs that vest based on our non-GAAP operating margin performance (“Operating Margin PRSUs”), we measure non-GAAP operating margin performance annually over a three-year performance period to determine a final payout percentage, which can range from 0% to 200% of target. There is no payout if performance is below threshold. Threshold and maximum levels are equal to ~85% and ~115% of target, respectively (actual levels may differ slightly due to rounding to the tenth decimal). The final payout percentage is an average of the annual payout percentages for each fiscal year period. For the Operating Margin PRSUs granted in April 2023, the Compensation Committee approved non-GAAP operating margin goals for fiscal 2024 and fiscal 2025 at grant. The Compensation Committee set these goals consistent with our external guidance and financial plan at the time of grant, and therefore believed the goals were rigorous and would require substantial performance for achievement. As shown below, the fiscal 2024 non-GAAP operating margin target approved by the Compensation Committee was 27.0%, consistent with external guidance published at the beginning of fiscal 2024. Based on fiscal 2024 performance, the annual payout percentage for the fiscal 2024 tranche of the Operating Margin PRSUs is 185%. Following the end of the applicable three-year performance period, the average of the annual payout percentages for each fiscal year of the performance period will be used to determine the final payout percentage for the Operating Margin PRSUs.

  104. Performance-Based Restricted Stock Units

    | Performance Level | Fiscal 2024 Non-GAAP Operating Margin(1) Goals | Actual Fiscal 2024 Performance | | Threshold | 23.0% | 30.5% | | Target | 27.0% | | | Maximum | 31.1% | |

  105. Performance-Based Restricted Stock Units

    | (1) Non-GAAP operating margin for each fiscal year means the proportion of non-GAAP income from operations for the applicable fiscal year as a percentage of GAAP revenue for the applicable fiscal year, rounded to the nearest 1/10th percent. GAAP revenues for the applicable fiscal year are defined as GAAP revenues for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC. Non-GAAP income from operations for the applicable fiscal year is defined as GAAP income from operations for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC, excluding the impact of stock-based compensation expense (excluding stock-based compensation expense associated with a formal restructuring plan(s)), amortization of acquisition-related intangibles, and charges related to a formal restructuring plan(s) for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC. See also Appendix A for a reconciliation of GAAP to non-GAAP financial metrics. |

  106. Performance-Based Restricted Stock Units

    When setting the fiscal 2025 target, the Compensation Committee considered the level of difficulty and the meaningful level of performance required to achieve it. We are not disclosing the fiscal 2025 non-GAAP operating margin target at this time due to potential competitive harm. To maintain goal rigor and alignment with our externally communicated fiscal year guidance, the Compensation Committee determined to wait to approve the fiscal 2026 non-GAAP operating margin goals until after grant to have greater alignment with externally communicated financial projections and better visibility on the Company’s continued financial discipline and profitable growth progress. We believe this timing better enables the Compensation Committee to set targets that continue to motivate our Executive Officers and require substantial performance. Any earned Operating Margin PRSUs are eligible to “cliff” vest on (or shortly after) the third anniversary of the grant date, subject to the NEO’s continuous employment through the vesting date. Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below.

  107. Stock Options

    Stock Options We have historically granted, and may continue to grant, stock options to certain of our Executive Officers to align their interests with those of our stockholders. As discussed above, beginning in fiscal 2024, the Compensation Committee eliminated stock options from the award mix for NEOs below the CEO level, except for Mr. Millham, whose award mix is governed by his pre-existing retention agreement through March 2025 as described in “—Pre-existing Retention Agreement with Mr. Millham” below. The Compensation Committee continues to grant stock options to Mr. Benioff, rather than RSUs, to maximize the alignment of his pay with performance. Because stock options generate value only to the extent that the market price of our common stock increases during the period that the option is outstanding, the Compensation Committee believes they are inherently performance-based and provide a strong incentive to build stockholder value over time.

  108. Stock Options

    | SALESFORCE 2024 PROXY STATEMENT | |

  109. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) We also grant RSUs to our NEOs other than our CEO. RSUs align the interests of our NEOs with those of our stockholders and help manage the dilutive effect of our equity compensation program. Our RSUs are subject to service-based vesting. Because RSUs have value to the recipient even in the absence of stock price appreciation, RSUs help us retain and incentivize employees during periods of market volatility and require us to grant fewer shares of common stock than stock options of equivalent grant date fair value. Our RSUs typically vest over a four-year period, and we believe that, like stock options, they help incentivize our NEOs to build value that can be sustained over time.

  110. Fiscal 2024 Long-Term Equity Award Decisions

    Fiscal 2024 Long-Term Equity Award Decisions When making its annual compensation decisions, the Compensation Committee reviews Company and individual performance over the prior year, as well as a comprehensive analysis of our executive compensation program using comparative market and peer group data to evaluate the long-term incentives and target total direct compensation of our NEOs. Below is a summary of the long-term equity awards granted to our NEOs in fiscal 2024.

  111. Target Values of Fiscal 2024 Long-Term Equity Awards(1)

    Target Values of Fiscal 2024 Long-Term Equity Awards(1)

  112. Target Values of Fiscal 2024 Long-Term Equity Awards(1)

    | NEO | Fiscal 2024 PRSUs ($) | Fiscal 2024 Stock Options ($) | Fiscal 2024 RSUs ($) | | Marc Benioff | 21,000,000 | 14,000,000 | — | | Amy Weaver | 5,500,000 | — | 5,500,000 | | Srinivas Tallapragada | 5,500,000 | — | 5,500,000 | | Brian Millham | — | 6,000,000 | 6,000,000 | | Sabastian Niles | 5,500,000 | — | 5,500,000 |

  113. Target Values of Fiscal 2024 Long-Term Equity Awards(1)

    | (1) The values are the intended total target values of fiscal 2024 annual long-term equity awards and differ from the values reflected in the Fiscal 2024 Summary Compensation Table, which must be reported in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), as described in the footnotes to the Fiscal 2024 Summary Compensation Table below. |

  114. Fiscal 2024 Equity Awards for Mr. Benioff

    Fiscal 2024 Equity Awards for Mr. Benioff As discussed above, fiscal 2024 was a meaningful inflection point for Salesforce. When the Compensation Committee approved an initial annual long-term equity award for Mr. Benioff during the first quarter of the fiscal year, it set the total target value of that award at $15 million, which was significantly lower than the prior year’s equity award value and reflected a greater reduction than for other executives. This reduction took into consideration the Company’s fiscal 2023 financial performance and business conditions in early fiscal 2024 and competitive market levels. The award was delivered 60% in PRSUs and 40% in stock options. In early fiscal 2024 and throughout the year, the Company took decisive action to enhance its commitment to financial discipline and profitable growth. In fiscal 2024, under Mr. Benioff’s leadership, the Company delivered on this commitment. The Company set and exceeded strong operating margin goals and meaningfully adjusted the cost structure of the business; delivered on a capital allocation strategy benefitting stockholders, including share repurchase programs; made disciplined, targeted investments in growth, innovation, and productivity; and continued to focus on customer success. As a result, under Mr. Benioff’s leadership, the Company delivered significant value to stockholders in fiscal 2024, with strong financial performance across key metrics, including record revenue as well as record cash flow and margins. Near the end of our fiscal year, in light of the Company’s transformation and strong performance during the year, the Compensation Committee undertook another review of Mr. Benioff’s overall fiscal 2024 compensation. In that review, the Compensation Committee considered the value of the initial fiscal 2024 long-term equity award, market and peer company data provided by its independent compensation consultant, and the comparative market positioning of Mr. Benioff’s pay. Following this review, the Compensation Committee approved a second fiscal 2024 long-term equity incentive award for Mr. Benioff. This award had a total target value of $20 million, and like the earlier fiscal 2024 equity award, was delivered 60% in PRSUs and 40% in stock options. The PRSUs have the same design as the initial grant, with performance measured over a three-year period beginning with fiscal 2025, and cliff vesting in March 2027. When combined with the earlier fiscal 2024 long-term equity award, this second equity award brought Mr. Benioff’s total fiscal 2024 equity compensation to a level between the 50th and 75th percentile of CEO equity awards at peer companies. In making this decision, the Compensation Committee considered the relatively low value of the initial fiscal year 2024 equity award for Mr. Benioff, which was positioned at a level significantly below the 25th percentile of peer company CEO equity pay; the magnitude of initial fiscal 2024 equity award reduction; the Company’s successful transformation actions and strong financial performance in the fiscal year; and individual performance considerations.

  115. Fiscal 2024 Equity Awards for Mr. Benioff

    | | SALESFORCE 2024 PROXY STATEMENT |

  116. Fiscal 2024 Equity Awards for Mr. Benioff

    As discussed in more detail under “—Fiscal 2024 LTI Program Mix and Program Changes” above, Mr. Benioff’s fiscal 2024 equity compensation consisted of 60% PRSUs and 40% stock options. PRSUs reward performance over a three-year performance period based on relative TSR and non-GAAP operating margin performance, equally weighted. Stock options deliver value only to the extent the Company’s stock price appreciates over time between the grant and exercise dates, directly aligning Mr. Benioff’s pay opportunity with stockholder interests. In light of the Company’s successful transformation actions, strong financial performance under Mr. Benioff’s leadership as sole CEO, and the importance of Mr. Benioff’s continued leadership and strategic vision to the Company’s continued success, the Compensation Committee believes that the size and structure of the fiscal 2024 equity awards appropriately align Mr. Benioff’s long-term compensation opportunity with the Company’s financial performance and, as with Mr. Benioff’s overall compensation arrangements, are in the best interests of the Company and its stockholders.

  117. Fiscal 2024 Equity Awards for Other Continuing NEOs

    Fiscal 2024 Equity Awards for Other Continuing NEOs As part of its annual review of executive compensation, during the first quarter of fiscal 2024 the Compensation Committee approved fiscal 2024 annual long-term equity awards for all NEOs then in service. After considering the factors discussed above, particularly Company performance in fiscal 2023, the Compensation Committee made across-the-board reductions (compared to fiscal 2023 values) to the intended total target values of the fiscal 2024 annual long-term equity awards for such NEOs, other than as contractually required (a reduction of ~40% for Mr. Benioff’s initial fiscal 2024 equity award, and a reduction of ~21% for such other NEOs). The resulting target values of the fiscal 2024 long-term equity awards for Ms. Weaver and Mr. Tallapragada were $11 million each. Mr. Millham’s fiscal 2024 compensation was governed by his pre-existing retention agreement. As required under this agreement, he was granted stock options and RSUs in March and April 2023, respectively, with a total target value of $12 million. See “Pre-existing Retention Agreement with Mr. Millham” below for additional information. For information on Mr. Niles’ new hire equity award, granted in August 2023, see below under “New Hire Compensation Arrangement for Mr. Niles.”

  118. Pre-existing Retention Agreement with Mr. Millham

    Pre-existing Retention Agreement with Mr. Millham In February 2021, prior to becoming an Executive Officer, Mr. Millham received an exceptionally strong offer for a high-profile leadership position at a high growth company. The CEO and other members of management then met with the Compensation Committee and discussed, among other things, Mr. Millham’s extraordinary contributions to the Company throughout his over twenty-year tenure, his deep relationships with key customers, his leadership of the Company’s distribution organization, the potential for him to take on additional responsibilities as part of broader leadership team succession planning, and the potential adverse impacts to the Company if he were to depart. The Compensation Committee agreed that it was in the best interests of stockholders and the Company to retain Mr. Millham. Accordingly, the CEO and other members of management negotiated a competitive retention package with Mr. Millham (the “Millham Agreement”), subject to the Compensation Committee’s approval. The Compensation Committee then reviewed relevant market data comparisons, received input from its independent advisor, and considered the factors outlined above and approved the Millham Agreement. Under the Millham Agreement, through March 22, 2025, Mr. Millham’s annual equity grants are required to have a value of no less than $12 million per year, split evenly between options and RSUs. Annual equity awards in excess of that amount may be granted in the form of PRSUs. The Millham Agreement provides for a one-time retention bonus payable in four equal annual installments of $2.5 million each through 2025, subject to Mr. Millham’s continued employment through each applicable payment date. Mr. Millham received the first and second payments of the retention bonus in September 2022 and 2023, respectively. As previously disclosed and included in the applicable compensation tables below, Mr. Millham was granted a retention equity award in February 2021 consisting of an option that vests over four years, subject to Mr. Millham’s continued service through each applicable vesting date. Mr. Millham also is entitled to payments and benefits upon certain qualifying terminations of employment in accordance with the terms of the Millham Agreement, as described below under “—Employment Contracts and Certain Transactions—Millham Agreement.” Subsequently, Mr. Millham was promoted to President and Chief Operating Officer in August 2022, a role that entails significantly expanded duties over multiple critical organizations spanning a majority of our employee base. Mr. Millham also took on certain responsibilities of our former co-CEO Mr. Taylor after Mr. Taylor’s departure and has been a driving force behind our ongoing transformation. No additional cash or equity compensation was awarded to Mr. Millham in connection with his promotion or the expansion of his responsibilities.

  119. New Hire Sign-On Bonus

    New Hire Sign-On Bonus To compensate Mr. Niles for the value of annual cash compensation that he would immediately forfeit upon joining Salesforce, the Compensation Committee approved a one-time sign-on bonus of $3 million which was paid upon hire. If Mr. Niles voluntarily resigns or the Company terminates his employment for cause within two years after his start date, Mr. Niles is required to repay a pro rata amount of the one-time sign on bonus, calculated based on the number of months and days employed during such two-year period. The Compensation Committee, in consultation with its independent compensation consultant, determined that the amount of the sign-on bonus was appropriate to offset a portion of annual compensation he would forfeit upon joining Salesforce.

  120. New Hire Long-Term Equity Award

    New Hire Long-Term Equity Award In addition, the Compensation Committee approved a one-time new hire equity award for Mr. Niles with a grant date fair value of $11 million, granted in August 2023. The Compensation Committee believed it was important to put a significant portion of Mr. Niles’ compensation at risk and immediately align his interests with our stockholders. 50% of the target grant date fair value of the new hire equity award was delivered in the form of performance-based equity tied to our relative TSR and non-GAAP operating margin performance over a three-year performance period. The new hire award has a similar design to the fiscal 2024 PRSU awards granted to other NEOs in April 2023, with relative TSR performance measured over a three-year period beginning in August 2023, and earned PRSUs eligible to vest in September 2026 (instead of April 2026), subject to Mr. Niles’ continued employment through such date. The remaining 50% was delivered in the form of RSUs that vest over four years, with 25% vesting on the first anniversary of the grant date, and the remainder vesting in twelve equal quarterly installments thereafter, subject to continued service on each vesting date. The Compensation Committee, in consultation with its independent compensation consultant, determined the target grant date value for the new hire equity award to induce Mr. Niles to join Salesforce and in consideration of the remaining value of annual compensation that Mr. Niles would forfeit upon joining Salesforce as well as the lost opportunity to receive certain long-term benefits from his former employer. The Compensation Committee considered market and peer compensation paid to similarly situated executives at his level and caliber, the long-term nature of our equity compensation program, internal pay alignment, and the competitive landscape. In addition, per the terms of his offer letter, Mr. Niles is entitled to certain cash severance benefits upon a qualifying termination of employment. For more information, see “Employment Contracts and Certain Transactions” below.

  121. Vesting of Prior Performance Awards with Performance Periods Ending in Fiscal 2024

    Vesting of Prior Performance Awards with Performance Periods Ending in Fiscal 2024 PRSUs granted to our NEOs in fiscal 2021 were eligible to vest based on our TSR relative to the PRSU Index Group for the three-year performance period beginning in April 2020, with any earned PRSUs vesting in May 2023 after the end of the three-year performance period. The Company’s TSR for the three-year performance period ending on April 22, 2023 was at the 21st percentile of the PRSU Index Group. As a result, none of the target PRSUs granted to our fiscal 2024 NEOs vested on May 15, 2023.

  122. Role of Peer Companies

    Role of Peer Companies The Compensation Committee regularly reviews the appropriateness of the compensation peer group used by the compensation consultant to generate competitive pay data for the Compensation Committee’s review in connection with Executive Officer compensation decisions. The compensation consultant regularly analyzes our group of peer companies based on various financial and other measures, such as industry, revenue, market capitalization, number of employees and growth history and potential, as well as competition for executive officers. The peer group used to evaluate the competitiveness and appropriateness of our fiscal 2024 compensation program (the “2024 Peer Group”) was selected by the Compensation Committee after considering the input of the compensation consultant.

  123. Role of Peer Companies

    | 2024 Peer Group | | | | • Accenture plc | • Cisco Systems, Inc. | • Microsoft Corporation | | • Adobe Inc. | • Dell Technologies Inc. | • Oracle Corporation | | • Alphabet Inc. | • International Business Machines | • PayPal Holdings, Inc. | | • Amazon.com, Inc. | Corporation | • SAP SE | | • Apple Inc. | • Intuit Inc. | • Service Now, Inc. | | • Block, Inc. | • Meta Platforms, Inc. | • Workday, Inc. |

  124. Role of Peer Companies

    | | SALESFORCE 2024 PROXY STATEMENT |

  125. Comparative Market Data

    Comparative Market Data Peer and market data is a helpful reference for the Compensation Committee to assess the competitiveness and appropriateness of our Executive Officer compensation program within our industry sector and the broader business community. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements, the amount of each compensation element and total target compensation. Depending upon Company and individual performance, as well as the various other factors discussed in this Compensation Discussion and Analysis, target and actual total direct compensation of our NEOs, as well as individual compensation elements, may be within, below or above the market range for their positions. In addition, as part of its Executive Officer compensation planning process, the Compensation Committee reviewed aggregated survey data, which provided additional context regarding executive compensation practices in the marketplace, drawn from a Radford Custom Compensation Survey. The Compensation Committee also periodically reviews compensation data from certain other companies in the market for the executive talent for whom we compete.

  126. Fiscal 2025 Base Salaries and Target Bonus Opportunities

    Fiscal 2025 Base Salaries and Target Bonus Opportunities To reinforce the importance of performance-based compensation and to reduce the gap in total compensation to a competitive position compared to our peers, the Compensation Committee increased target bonus opportunities for our NEOs. The Compensation Committee made changes to Mr. Millham’s base salary and target bonus opportunity to reflect the significant increase in his responsibilities as President and Chief Operating Officer. Fiscal 2025 base salaries and target bonus opportunities, expressed as a percentage of base salary, are set forth below.

  127. Fiscal 2025 Base Salaries and Target Bonus Opportunities

    | NEO | Fiscal 2025 Base Salary | Change in Base Salary from Fiscal 2024 | Fiscal 2025 Target Cash Bonus Opportunity (as % of Base Salary) | Change in Target Cash Bonus Percentage from Fiscal 2024 | | Marc Benioff | $1,550,000 | No change | 225% | 13% | | Amy Weaver | $1,050,000 | 5% | 150% | 50% | | Srinivas Tallapragada | $1,000,000 | No change | 150% | 50% | | Brian Millham | $1,100,000 | 22% | 175% | 75% | | Sabastian Niles | $900,000 | No change | 125% | 25% |

  128. Fiscal 2025 Long-Term Equity Incentive Awards

    Fiscal 2025 Long-Term Equity Incentive Awards Additionally, as part of its March 2024 annual compensation review, the Compensation Committee approved fiscal 2025 long-term equity incentive awards for our NEOs. Consistent with fiscal 2024, we maintained a 60% PRSU weighting for our CEO, with the remaining 40% delivered in stock options. The equity award mix for our other NEOs was split 50/50 between PRSUs and RSUs, except that Mr. Millham’s fiscal 2025 award, up to his contractually required award amount, was split evenly between stock options and RSUs to comply with his pre-existing agreement, with the excess over that amount delivered in PRSUs. In making its decisions, the Compensation Committee evaluated market and peer data and the factors described above and endeavored to deliver market-competitive fiscal 2025 long-term equity incentive opportunities that were generally set between the 50th and 75th percentiles of peer company pay levels. The intended target values of fiscal 2025 annual long-term equity incentive awards are shown below.

  129. Target Value of Fiscal 2025 Long-Term Equity Incentive Awards(1)

    Target Value of Fiscal 2025 Long-Term Equity Incentive Awards(1)

  130. Target Value of Fiscal 2025 Long-Term Equity Incentive Awards(1)

    | NEO | Fiscal 2025 PRSUs | Fiscal 2025 Stock Options | Fiscal 2025 RSUs | Total Fiscal 2025 Intended Target Equity Value | | Marc Benioff | $26,100,000 | $17,400,000 | — | $43,500,000 | | Amy Weaver | $7,500,000 | — | $7,500,000 | $15,000,000 | | Srinivas Tallapragada | $7,500,000 | — | $7,500,000 | $15,000,000 | | Brian Millham | $6,000,000 | $6,000,000 | $6,000,000 | $18,000,000 | | Sabastian Niles | $5,000,000 | — | $5,000,000 | $10,000,000 |

  131. Target Value of Fiscal 2025 Long-Term Equity Incentive Awards(1)

    | (1) Values are intended target values of fiscal 2025 annual equity awards and, in accordance with FASB ASC Topic 718, may differ from values reported in the Summary Compensation Table for fiscal 2025 or the values actually realized. These awards were granted on March 22, 2024. Stock options were granted with a per share exercise price of $307.77. |

  132. Target Value of Fiscal 2025 Long-Term Equity Incentive Awards(1)

    | SALESFORCE 2024 PROXY STATEMENT | |

  133. Equity Award Grant Practices

    Equity Award Grant Practices The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year, typically on the 22nd day of the month.

  134. Post-Employment Compensation

    Post-Employment Compensation We recognize that it is possible that we may be involved in a transaction involving a change of control of the Company, and that this possibility could result in the departure or distraction of our NEOs to the detriment of our business. The Compensation Committee and the Board believe that the prospect of such a change of control transaction would likely result in our NEOs facing uncertainties about their future employment and distractions resulting from concern over how the potential transaction might affect them. To allow our NEOs to focus solely on making decisions that are in the best interests of our stockholders in the event of a possible, threatened or pending change of control transaction, and to encourage them to remain with us despite the possibility that a change of control might affect them adversely, we have entered into Change of Control and Retention Agreements with each of our Executive

  135. Post-Employment Compensation

    Officers, including our NEOs, that provide them with certain payments and benefits in the event of the termination of their employment within the three-month period prior to, or the 18-month period following, a change of control of the Company (referred to as the “change of control period”). Severance payments and benefits under these agreements are conditioned on the NEOs’ signing a release of claims in favor of the Company. The Compensation Committee and the Board believe that these “double-trigger” agreements serve as an important retention tool to ensure that personal uncertainties do not dilute our NEOs’ focus on building stockholder value. Upon a qualifying termination of employment during the change of control period, these agreements provide each of our current NEOs with a payment equal to 150% (or 200% for Mr. Benioff) of his or her annual base salary and target cash bonus, Company-paid premiums for health care continuation coverage for a period of up to 18 months (or 24 months for Mr. Benioff) following termination of employment, and the full and immediate vesting of all outstanding and unvested equity awards, with the number of PRSUs that vest determined as set forth under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below. In establishing these terms and conditions, the Compensation Committee and the other independent directors considered competitive market data and governance best practices information provided by the compensation consultant. They also evaluated the cost of these arrangements and the potential payout levels to each affected NEO under various scenarios. In approving these agreements, they determined that the cost to us and our stockholders was reasonable and not excessive, given the benefit conferred to us. The Compensation Committee and the Board believe that these agreements will help to maintain the continued focus and dedication of our NEOs to their assigned duties without the distraction that could result from the possibility of a change of control of the Company. Mr. Niles is entitled to cash severance upon a termination of employment by the Company other than for cause per the terms of his offer letter. Mr. Millham is entitled to payments and benefits upon certain qualifying terminations of employment in accordance with the terms of the Millham Agreement. For a summary of the material terms and conditions of agreements in effect during fiscal 2024, see “Employment Contracts and Certain Transactions” below.

  136. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant equity interests, and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change of control of the Company that exceed certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any Executive Officers, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive might owe because of the application of Sections 280G or 4999 during fiscal 2024 and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement. Section 409A of the Internal Revenue Code imposes significant additional taxes if an executive officer, director or service provider receives “deferred compensation” that does not comply with the requirements of Section 409A of the Internal Revenue Code. We have structured deferred compensation in a manner intended to comply with or be exempt from Section 409A of the Internal Revenue Code and applicable regulations and guidance.

  137. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow FASB ASC Topic 718 in connection with the financial reporting of our stock options and other stock-based awards. FASB ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock option grants using a variety of assumptions, as well as the grant date “fair value” of their other stock-based awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executives may never realize any value from their options or other stock-based awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock option grants and other stock-based awards in their income statements over the period in which an executive is required to render service in exchange for vesting of the option or other award. When determining the types and amounts of equity compensation granted to the NEOs, the Compensation Committee considers the advantages and disadvantages of various equity vehicles, such as stock options, RSUs and PRSUs. As part of this consideration, the Compensation Committee considers the overall program cost, which includes the associated compensation expense for financial reporting purposes.

  138. COMPENSATION RISK ASSESSMENT

    | SUMMARY COMPENSATION TABLE |

  139. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth, for fiscal 2024 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

  140. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1)(2) | Option Awards(3) | Non-Equity Incentive Plan Compen- sation | All Other Compen- sation | Total | | Marc Benioff | 2024 | $1,550,000 | $2,500(4) | $16,338,290 | $14,000,033 | $3,100,000 | $4,651,350(5) | $39,642,173 | | Chair of the Board and | 2023 | $1,550,000 | $3,750 | $14,760,156 | $9,840,007 | $2,170,000 | $1,544,980 | $29,868,893 | | CEO | 2022 | $1,550,000 | — | $13,500,117 | $9,000,018 | $3,100,000 | $1,451,977 | $28,602,112 | | Amy Weaver | 2024 | $1,000,000 | — | $10,269,502 | — | $1,000,000 | $6,072(6) | $12,275,574 | | President and Chief Financial Officer | 2023 | $1,000,000 | — | $7,000,150 | $7,000,007 | $700,000 | $7,317 | $15,707,474 | | | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | $43,254 | $14,043,514 | | Srinivas Tallapragada | 2024 | $1,000,000 | — | $10,269,502 | — | $1,000,000 | $5,000(7) | $12,274,502 | | President and Chief Engineering Officer | 2023 | $1,000,000 | — | $7,000,150 | $7,000,007 | $700,000 | $5,000 | $15,705,157 | | | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | $5,167 | $14,005,427 | | Brian Millham | 2024 | $900,000 | $2,500,000(9) | $6,000,051 | $6,000,030 | $900,000 | $121,392(10) | $16,421,473 | | President and Chief Operating Officer(8) | 2023 | $900,000 | $2,500,000 | $5,957,788 | $6,557,060 | $630,000 | $36,840 | $16,581,688 | | Sabastian Niles President and Chief Legal Officer(11) | 2024 | $452,344 | $3,000,000(12) | $10,160,436 | — | $456,164 | $9,500(13) | $14,078,444 |

  141. SUMMARY COMPENSATION TABLE

    | (1) Amounts reported under the Stock Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported reflect the aggregate grant date fair value of RSUs and PRSUs granted to the executives, determined in accordance with FASB ASC Topic 718. The grant date fair value for RSUs is calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the grant date. PRSU values are included in this column to the extent that the PRSUs have a grant date under FASB ASC Topic 718 in the fiscal year. For purposes of the PRSUs, the grant date cannot occur until the applicable performance goals are approved, and therefore this column includes the grant date fair value of approximately 5/6ths of the target number of PRSUs granted in April 2023 and August 2023, and approximately 2/3rds of the target number of PRSUs granted in January 2024. The grant date fair value for the TSR component of PRSUs (“Relative TSR PRSUs”) reflected in the table above is calculated by multiplying the target number of shares subject to the Relative TSR PRSUs by the estimated fair value using a Monte Carlo valuation method pursuant to FASB ASC Topic 718, as described in footnote 2 below. The grant date fair value for the non-GAAP operating margin component of the PRSUs (the “OM PRSUs”) reflected in the table above is calculated by multiplying the target number of shares subject to the OM PRSUs by the closing price of one share of our common stock on the grant date. The fiscal year non-GAAP operating margin goals for the OM PRSUs were established for fiscal 2024 and fiscal 2025 for the OM PRSUs granted in April 2023 and August 2023, and fiscal 2025 for the OM PRSUs granted in January 2024. The grant date fair value for the remaining portion of these OM PRSUs will be reported in the Summary Compensation Table in the fiscal year in which the performance goals are approved. The grant date fair values for the OM PRSUs reported in the table above, assuming maximum performance will be achieved, is $8,250,702 for Mr. Benioff, $2,924,449 for Ms. Weaver, $2,924,449 for Mr. Tallapragada, and $3,359,436 for Mr. Niles. |

  142. SUMMARY COMPENSATION TABLE

    | (2) The Monte Carlo valuation method simulates a range of possible future stock prices for Salesforce and each company in the PRSU Index Group over the relevant three-year performance periods using certain factual data and an assumed risk-free interest rate. For the Relative TSR PRSUs granted in fiscal 2024, (a) the expected term was based on the simulation periods of 2.82, 3.00 and 3.01 years for the April 2023, August 2023 and January 2024 PRSU awards, respectively, (b) the expected volatility of 38.00%, 36.72% and 32.84% for the April 2023, August 2023, and January 2024 PRSU awards, respectively, was based on the Company’s historical stock price volatility over the period equal to 2.82, 3.00 and 3.01 years prior to the date of grant, respectively, and implied volatility on call options for the Company and the PRSU Index Group, consistent with the methodology addressed in FASB ASC Topic 718-10-55-37, and (c) the expected dividend rate for Salesforce’s stock was based on the fiscal 2024 dividend rate of zero. In addition to the foregoing, the risk-free rate of interest was 3.73%, 4.69% and 4.06% for the April 2023, August 2023, and January 2024 PRSU awards, respectively, derived from prevailing interest rates on zero-coupon U.S. Treasury Bills for corresponding maturities. Based on this methodology, the valuation of the Relative TSR PRSUs was $290.35, $244.62 and $376.60 of the closing price of the Company’s stock on the date of grant for the April 2023, August 2023, and January 2024 PRSU awards, respectively. |

  143. SUMMARY COMPENSATION TABLE

    | (3) Amounts reported under the Option Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported are the grant date fair value of stock options granted to the executives as determined pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2024 filed with the SEC on March 6, 2024. |

  144. SUMMARY COMPENSATION TABLE

    | (4) Represents the value of a patent bonus awarded to Mr. Benioff. |

  145. SUMMARY COMPENSATION TABLE

    | (5) The amount reported as “All Other Compensation” includes an allocation of costs paid by the Company for security arrangements provided for Mr. Benioff ($3,052,683) that are in addition to security arrangements provided while at work or on business travel. For fiscal 2024, this amount reflects certain ongoing security expenses allocable to the Company which in the past were not invoiced to the Company. We believe that costs associated with this security program are reasonable and for the Company’s benefit, and that they are a necessary and appropriate business expense. The amount reported as “All Other Compensation” also includes the aggregate incremental cost to the Company ($1,593,667) attributable to Mr. Benioff’s work-related travel on private aircraft primarily between the location of his permanent residence and the Company’s headquarters in San Francisco, California, or other business destinations. The Company considers this travel to be business-related travel and the associated costs to be |

  146. SUMMARY COMPENSATION TABLE

    | SALESFORCE 2024 PROXY STATEMENT | |

  147. SUMMARY COMPENSATION TABLE

    | SUMMARY COMPENSATION TABLE (CONTINUED) |

  148. SUMMARY COMPENSATION TABLE

    | appropriate business expenses. However, certain portions of this travel may be deemed to be in the nature of commuting, and therefore compensatory and reportable as a perquisite under SEC rules. Accordingly, for purposes of determining the value reported as “All Other Compensation,” we calculated the aggregate incremental cost of flight time that, on a net basis, is attributable to work-related travel to or from the residential location and include: (1) for travel on Mr. Benioff’s aircraft, the amount reimbursed to Mr. Benioff under the Time Sharing Agreement that is described under “—Related Party and Other Transactions” below (excluding reimbursed amounts attributable to other business use of the aircraft as described under “Related Party and Other Transactions”), and (2) for travel on corporate aircraft, hourly flight charges, fuel costs and surcharges, and other trip-associated costs such as landing fees and other miscellaneous costs. On occasion, guests of Mr. Benioff also may accompany him or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. The amount also includes Company matching contributions under the Company 401(k) plan of $5,000. |

  149. SUMMARY COMPENSATION TABLE

    | (6) Represents a tax gross-up ($1,572) associated with the allocation of costs paid by the Company for security benefits, and Company matching contributions under the Company 401(k) plan ($4,500). |

  150. SUMMARY COMPENSATION TABLE

    | (7) Represents Company matching contributions under the Company 401(k) plan ($5,000). |

  151. SUMMARY COMPENSATION TABLE

    | (8) Mr. Millham was not a Named Executive Officer prior to fiscal 2023. |

  152. SUMMARY COMPENSATION TABLE

    | (9) Represents an installment of a retention bonus paid to Mr. Millham pursuant to the Millham Agreement. |

  153. SUMMARY COMPENSATION TABLE

    | (10) Represents (a) costs related to attendance at certain motivational Company sales team and leadership events, including spousal attendance ($54,614), and a tax gross-up associated with these costs ($59,391); (b) costs paid by the Company for security benefits ($1,151), and a tax gross-up associated with these costs ($1,236); and (c) Company matching contributions under the Company 401(k) plan ($5,000). On occasion, for security, efficiency and logistical reasons, Mr. Millham may be provided with use of corporate aircraft for work-related travel. Certain portions of this travel may be deemed to be in the nature of commuting, and therefore compensatory and reportable as a perquisite under SEC rules. There was no incremental cost to the Company for such travel in fiscal 2024. Occasionally, guests of Mr. Millham also may accompany him or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  154. SUMMARY COMPENSATION TABLE

    | (11) Mr. Niles was not an NEO prior to fiscal 2024. |

  155. SUMMARY COMPENSATION TABLE

    | (12) Represents a one-time new-hire bonus paid to Mr. Niles, as described in the “Compensation Discussion and Analysis” above. |

  156. SUMMARY COMPENSATION TABLE

    | (13) Represents Company matching contributions under the Company 401(k) plan ($9,500) for 401(k) plan years 2023 and 2024. |

  157. SUMMARY COMPENSATION TABLE

    | | SALESFORCE 2024 PROXY STATEMENT |

  158. SUMMARY COMPENSATION TABLE

    | GRANTS OF PLAN-BASED AWARDS TABLE |

  159. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth certain information with respect to all plan-based awards granted to the NEOs during fiscal 2024.

  160. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards(4) | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marc Benioff | N/A | — | $3,100,000 | $3,875,000 | — | — | — | — | — | — | — | | | 03/22/2023(6) | — | — | — | — | — | — | — | 97,811 | $186.51 | $6,000,030 | | | 04/08/2023(7) | — | — | — | 3,106 | 12,425 | 24,850 | — | — | — | $2,392,434 | | | 04/08/2023(8) | — | — | — | 4,659 | 18,638 | 37,276 | — | — | — | $5,411,543 | | | 01/29/2024(6) | — | — | — | — | — | — | — | 90,030 | $287.86 | $8,000,003 | | | 01/29/2024(7) | — | — | — | 1,505 | 6,020 | 12,040 | — | — | — | $1,732,917 | | | 01/29/2024(8) | — | — | — | 4,515 | 18,060 | 36,120 | — | — | — | $6,801,396 | | Amy Weaver | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 04/08/2023(7) | — | — | — | 1,898 | 7,594 | 15,188 | — | — | — | $1,462,225 | | | 04/08/2023(8) | — | — | — | 2,847 | 11,390 | 22,780 | — | — | — | $3,307,087 | | | 04/08/2023(9) | — | — | — | — | — | — | 28,565 | — | — | $5,500,191 | | Srinivas Tallapragada | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 04/08/2023(7) | — | — | — | 1,898 | 7,594 | 15,188 | — | — | — | $1,462,225 | | | 04/08/2023(8) | — | — | — | 2,847 | 11,390 | 22,780 | — | — | — | $3,307,087 | | | 04/08/2023(9) | — | — | — | — | — | — | 28,565 | — | — | $5,500,191 | | Brian Millham | N/A | — | $900,000 | $1,125,000 | — | — | — | — | — | — | — | | | 03/22/2023(6) | — | — | — | — | — | — | — | 97,811 | $186.51 | $6,000,030 | | | 04/08/2023(9) | — | — | — | — | — | — | 31,161 | — | — | $6,000,051 | | Sabastian Niles | N/A | — | $900,000 | $1,125,000 | — | — | — | — | — | — | — | | | 08/22/2023(7) | — | — | — | 2,030 | 8,124 | 16,248 | — | — | — | $1,679,718 | | | 08/22/2023(8) | — | — | — | 3,046 | 12,185 | 24,370 | — | — | — | $2,980,695 | | | 08/22/2023(10) | — | — | — | — | — | — | 26,601 | — | — | $5,500,023 |

  161. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The Company’s non-equity incentive plan awards, and how they were determined under the Annual Performance Bonus Plan, are based upon a formula that may include some discretion as to amounts paid, as discussed above under “Compensation Discussion and Analysis—Compensation Elements and Compensation for Named Executive Officers—Annual Performance-Based Cash Bonuses.” “Maximum” amounts shown reflect a 125% individual multiplier limit on payouts to executive officers. Actual amounts paid for fiscal 2024 were equal to 100% of target, as reflected in the Summary Compensation Table. |

  162. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) As described in the “Compensation Discussion and Analysis” above, the PRSUs granted in fiscal 2024 are earned and eligible to vest based 50% on our TSR ranking relative to the PRSU Index Group measured over a three-year performance period, and 50% based on our non-GAAP operating margin performance for three annual measurement periods tied to each fiscal year in the three-year performance period. Any earned PRSUs become eligible to cliff vest after the end of the applicable three-year performance period—on April 22, 2026 for PRSUs granted on April 8, 2023, September 15, 2026 for PRSUs granted on August 22, 2026, and March 22, 2027 for PRSUs granted on January 29, 2024. Amounts in this table represent the threshold, target and maximum units for PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2024. Because the grant date under FASB ASC Topic 718 cannot occur until the applicable performance goals are approved, the target number of PRSUs for the OM PRSUs represents the first two tranches (covering the fiscal 2024 and fiscal 2025 measurement periods) of the OM PRSUs granted in April 2023 and August 2023, and the first tranche (covering the fiscal 2025 measurement period) of the OM PRSU granted in January 2024. The relative TSR goals for the Relative TSR PRSUs granted in fiscal 2024 were established on the grant date. For additional detail regarding the terms of the fiscal 2024 PRSUs, see the discussion above under “Compensation Discussion and Analysis—Long-Term Equity Incentives.” |

  163. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) All RSUs, PRSUs and stock options were granted under the stockholder-approved 2013 Equity Incentive Plan. |

  164. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The exercise price of the stock options is equal to the closing market price of our common stock on the grant date or, if the grant date is not a trading day, the closing price on the most recent trading day preceding the grant date. |

  165. GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) Amounts determined in accordance with FASB ASC Topic 718. For RSUs, represents the aggregate grant date fair value calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the grant date. The assumptions used to calculate the value of option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2024 filed with the SEC on March 6, 2024. Regardless of the reported value of a stock option on the grant date, the actual value realized will depend on the excess, if any, of the market value of our common stock over the exercise price if and when the option is exercised. For Relative TSR PRSUs the aggregate grant date fair value is calculated by multiplying the number of shares subject to the award by the estimated fair value using a Monte Carlo valuation method pursuant to FASB ASC Topic 718. For further information on the Monte Carlo valuation method, please see footnote 2 to the Summary Compensation Table above. For OM PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2024, the aggregate grant date fair value is calculated by multiplying the target number of shares subject to the OM PRSUs by the closing price of one share of our common stock on the grant date. |

  166. GRANTS OF PLAN-BASED AWARDS TABLE

    | SALESFORCE 2024 PROXY STATEMENT | |

  167. GRANTS OF PLAN-BASED AWARDS TABLE

    | GRANTS OF PLAN-BASED AWARDS TABLE (CONTINUED) |

  168. GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) Represent stock options that vest over four years, with 1/4th of the award vesting on the first anniversary of the grant date, and the remaining 3/4ths vesting in equal monthly installments thereafter until the award is fully vested, subject to the NEO’s continued service through each applicable vesting date. |

  169. GRANTS OF PLAN-BASED AWARDS TABLE

    | (7) Represents OM PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2024. Accordingly, amounts reflect (i) the first two tranches of the OM PRSUs granted in April 2023 and August 2023 covering the fiscal 2024 and fiscal 2025 measurement periods, and (ii) the first tranche of the OM PRSUs granted in January 2024 covering the fiscal 2025 measurement period. Any earned OM PRSUs are eligible to vest on April 22, 2026, September 15, 2026 and March 22, 2027 for the April 2023, August 2023 and January 2024 grants, respectively. |

  170. GRANTS OF PLAN-BASED AWARDS TABLE

    | (8) Represents the Relative TSR PRSUs granted in fiscal 2024. Any earned Relative TSR PRSUs are eligible to vest on April 22, 2026, September 15, 2026 and March 22, 2027 for the April 2023, August 2023 and January 2024 grants, respectively. |

  171. GRANTS OF PLAN-BASED AWARDS TABLE

    | (9) Represents RSUs that vest over four years, with 1/4th of the award vesting on April 22, 2024, and 1/16th vesting quarterly thereafter until the award is fully vested, subject to the NEO’s continued service through each applicable vesting date. |

  172. GRANTS OF PLAN-BASED AWARDS TABLE

    | (10) Represents RSUs that vest over four years, with 1/4th of the award vesting on the first anniversary of the grant date, and 1/16th vesting quarterly thereafter until the award is fully vested, subject to the NEO’s continued service through each applicable vesting date. |

  173. GRANTS OF PLAN-BASED AWARDS TABLE

    | | SALESFORCE 2024 PROXY STATEMENT |

  174. GRANTS OF PLAN-BASED AWARDS TABLE

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE |

  175. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE The following table sets forth information with respect to the value of all outstanding equity awards held by our NEOs as of January 31, 2024.

  176. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | Marc Benioff | | | | | | | | | | 03/22/2018 | 317,105 | — | $118.04 | 03/22/2025 | — | — | — | — | | 03/22/2019 | 195,872 | — | $161.50 | 03/22/2026 | — | — | — | — | | 04/22/2020 | 189,170 | 12,612 | $154.14 | 04/22/2027 | — | — | — | — | | 03/22/2021 | 112,101 | 46,160 | $215.17 | 03/22/2028 | — | — | 65,694(5) | $18,465,926 | | 06/22/2022 | 75,532 | 115,286 | $167.45 | 06/22/2029 | — | — | 157,812(6) | $44,359,375 | | 03/22/2023 | — | 97,811 | $186.51 | 03/22/2030 | — | — | — | — | | 04/08/2023 | — | — | — | — | — | — | 37,276(7) | $10,477,911 | | 04/08/2023 | — | — | — | — | — | — | 24,850(8) | $6,985,087 | | 01/29/2024 | — | 90,030 | $287.86 | 01/29/2031 | — | — | — | — | | 01/29/2024 | — | — | — | — | — | — | 36,120(9) | $10,152,971 | | 01/29/2024 | — | — | — | — | — | — | 12,040(10) | $3,384,324 | | Amy Weaver | | | | | | | | | | 04/22/2020 | — | 7,883 | $154.14 | 04/22/2027 | 1,014 | $285,025 | — | — | | 03/22/2021 | — | 30,774 | $215.17 | 03/22/2028 | 4,358 | $1,224,990 | 14,599(5) | $4,103,633 | | 03/22/2022 | — | 58,474 | $218.21 | 03/22/2029 | 9,023 | $2,536,275 | 30,318(6) | $8,522,087 | | 04/08/2023 | — | — | — | — | 28,565 | $8,029,336 | — | — | | 04/08/2023 | — | — | — | — | — | — | 22,780(7) | $6,403,230 | | 04/08/2023 | — | — | — | — | — | — | 15,188(8) | $4,269,195 | | Srinivas Tallapragada | | | | | | | | | | 04/22/2020 | 32,474 | 8,671 | $154.14 | 04/22/2027 | 1,116 | $313,696 | — | — | | 03/22/2021 | 74,734 | 30,774 | $215.17 | 03/22/2028 | 4,358 | $1,224,990 | 14,599(5) | $4,103,633 | | 03/22/2022 | 49,478 | 58,474 | $218.21 | 03/22/2029 | 9,023 | $2,536,275 | 30,318(6) | $8,522,087 | | 04/08/2023 | — | — | — | — | 28,565 | $8,029,336 | — | — | | 04/08/2023 | — | — | — | — | — | — | 22,780(7) | $6,403,230 | | 04/08/2023 | — | — | — | — | — | — | 15,188(8) | $4,269,195 | | Brian Millham | | | | | | | | | | 04/22/2020 | — | 5,237 | $154.14 | 04/22/2027 | 655 | $184,114 | — | — | | 02/22/2021 | — | 112,398 | $240.95 | 02/22/2028 | — | — | — | — | | 03/22/2021 | — | 28,250 | $215.17 | 03/22/2028 | 8,173 | $2,297,349 | — | — | | 03/22/2022 | — | 54,774 | $218.21 | 03/22/2029 | 15,359 | $4,317,261 | — | — | | 03/22/2023 | — | 97,811 | $186.51 | 03/22/2030 | — | — | — | — | | 04/08/2023 | — | — | — | — | 31,161 | $8,759,045 | — | — | | Sabastian Niles | | | | | | | | | | 08/22/2023 | — | — | — | — | 26,601 | $7,477,275 | — | — | | 08/22/2023 | — | — | — | — | — | — | 24,370(11) | $6,850,163 | | 08/22/2023 | — | — | — | — | — | — | 16,248(12) | $4,567,150 |

  177. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (1) Options were granted under the 2013 Equity Plan and vest over four years, with 25% of the total shares granted vesting on the first anniversary of the grant date and the balance vesting in equal monthly installments over the remaining 36 months. |

  178. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | SALESFORCE 2024 PROXY STATEMENT | |

  179. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | OUTSTANDING EQUITY AWARDS AT FY24 YEAR-END TABLE (CONT.) |

  180. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (2) RSUs were granted under the 2013 Equity Incentive Plan and vest over four years, with 25% of the units vesting on the first anniversary of the grant date and the balance vesting in equal quarterly installments over the remaining 36 months, except that for the RSUs granted on April 8, 2023, 1/4th of the units vest on April 22, 2024 and the balance vest in equal quarterly installments over the remaining 36 months. |

  181. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (3) The market value of unvested RSUs and unearned PRSUs is based on the closing market price of the Company’s common stock on January 31, 2024 of $281.09 per share. |

  182. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (4) Represents fiscal 2022 PRSUs granted in March 2021, fiscal 2023 PRSUs granted in March 2022 and June 2022, and fiscal 2024 PRSUs granted in April 2023, August 2023, and January 2024. For additional information regarding the specific terms of our PRSUs, see the discussion under “Compensation Discussion and Analysis—Long-Term Equity Incentives” above. |

  183. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (5) Represents fiscal 2022 PRSUs, assuming target achievement, that vest based on the Company’s TSR over the three-year performance period from the grant date, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on April 15, 2024. |

  184. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (6) Represents fiscal 2023 PRSUs, assuming maximum achievement, that vest based on the Company’s TSR over the three-year performance period from the grant date, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on April 15, 2025 for the PRSUs granted on March 22, 2022 and July 15, 2025 for the PRSUs granted on June 22, 2022. |

  185. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (7) Represents fiscal 2024 Relative TSR PRSUs, assuming maximum achievement, that vest based on the Company’s TSR for the three-year performance period covering fiscal 2024 through fiscal 2026, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on April 22, 2026. |

  186. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (8) For fiscal 2024 OM PRSUs, represents the PRSUs that vest based on non-GAAP operating margin performance for fiscal 2024 and 2025, assuming maximum achievement. Any earned PRSUs are eligible to vest on April 22, 2026. The third tranche of the fiscal 2024 OM PRSUs, for which vesting is tied to fiscal 2026 non-GAAP operating margin performance, will be disclosed in the compensation tables for the fiscal year in which the performance goals are approved. |

  187. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (9) Represents fiscal 2024 Relative TSR PRSUs, assuming maximum achievement, that vest based on the Company’s TSR for the three-year performance period covering fiscal 2025 through fiscal 2027, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on March 22, 2027. |

  188. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (10) Represents fiscal 2024 OM PRSUs granted in January for which vesting is tied to fiscal 2025 non-GAAP operating margin achievement, assuming maximum achievement. Any earned PRSUs in respect of these PRSUs are eligible to vest on March 22, 2027. The second and third tranches of the fiscal 2024 OM PRSUs granted in January, for which vesting is tied to non-GAAP operating margin performance for each of fiscal 2026 and fiscal 2027, will be disclosed in the compensation tables for the fiscal year(s) in which the applicable goals are approved. |

  189. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (11) Represents fiscal 2024 Relative TSR PRSUs, assuming maximum achievement, that vest based on the Company’s TSR for the three-year performance period from the grant date, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on September 15, 2026. |

  190. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | (12) For fiscal 2024 OM PRSUs, represents the PRSUs that vest based on non-GAAP operating margin performance for fiscal 2024 and 2025, assuming maximum achievement. Any earned PRSUs are eligible to vest on September 15, 2026. The third tranche of the fiscal 2024 OM PRSUs, for which vesting is tied to fiscal 2026 non-GAAP operating margin performance, will be disclosed in the compensation tables for the fiscal year in which the performance goals are approved. |

  191. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END TABLE

    | | SALESFORCE 2024 PROXY STATEMENT |

  192. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth certain information concerning option exercises and the vesting of stock awards and the value realized upon exercise or vesting by the NEOs during fiscal 2024.

  193. OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting(3) | | Marc Benioff | 136,557 | $17,895,083 | — | — | | Amy Weaver | 273,056 | $14,557,440 | 15,526 | $3,300,134 | | Srinivas Tallapragada | 370,344 | $29,974,491 | 15,931 | $3,392,386 | | Brian Millham | 496,624 | $21,643,441 | 21,408 | $4,523,554 | | Sabastian Niles | — | — | — | — |

  194. OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) The value realized on exercise is calculated by multiplying the difference between the market price of Company common stock on the exercise date and the applicable exercise price, by the number of shares of Company common stock underlying the options exercised. |

  195. OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) Represents shares of Company common stock released upon vesting of RSUs for NEOs that vested during fiscal 2024. |

  196. OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) The value realized on vesting is determined by multiplying the number of units that vested by the closing price of the Company’s common stock on the vesting date. |

  197. OPTION EXERCISES AND STOCK VESTED TABLE

    | SALESFORCE 2024 PROXY STATEMENT | |

  198. OPTION EXERCISES AND STOCK VESTED TABLE

    | EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS |

  199. EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS

    | Name | Salary and Bonus(1) | Value of Continuation of Benefits | Value of Accelerated Equity Awards | Total | | Marc Benioff | | | | | | Change in Control | — | — | $36,165,039(2) | $36,165,039 | | Qualifying Termination in Connection with a Change in Control | $9,300,000 | $73,147 | $96,130,955(3) | $105,504,102 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Amy Weaver | | | | | | Change in Control | — | — | $8,504,378(2) | $8,504,378 | | Qualifying Termination in Connection with a Change in Control | $3,000,000 | $46,341 | $36,095,860(3) | $39,142,201 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Srinivas Tallapragada | | | | | | Change in Control | — | — | $8,504,378(2) | $8,504,378 | | Qualifying Termination in Connection with a Change in Control | $3,000,000 | $55,599 | $36,224,568(3) | $39,280,167 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Brian Millham | | | | | | Change in Control | — | — | — | — | | Qualifying Termination in Connection with a Change in Control | $2,700,000 | $54,861 | $35,291,656(3) | $38,046,517 | | Death | — | — | $5,000,0004) | $5,000,000 | | Termination of Employment without Cause | — | — | — (5) | — | | Sabastian Niles | | | | | | Change in Control | — | — | $2,207,681(2) | $2,207,681 | | Qualifying Termination in Connection with a Change in Control | $2,700,000 | $55,599 | $16,895,758(3) | $19,651,357 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Termination of Employment without Cause | $1,800,000(6) | — | — | $1,800,000 |

  200. EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS

    | FISCAL 2024 CEO PAY RATIO |

  201. FISCAL 2024 CEO PAY RATIO

    FISCAL 2024 CEO PAY RATIO The fiscal 2024 total compensation of our median employee, based on the compensation of all employees who were employed as of November 1, 2023, other than our CEO, was $164,985. Mr. Benioff’s fiscal 2024 annual total compensation was $39,642,173. The ratio of our CEO’s fiscal 2024 pay to that of our median employee (our “Pay Ratio”) was approximately 240-1. The fiscal 2024 Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the following methodology described herein. First, we identified our employee population as of November 1, 2023 based on our payroll records. Second, we collected employee compensation data using salary, cash bonuses, equity compensation and commissions as our “consistently applied compensation measures” for purposes of the Pay Ratio. Finally, we identified the median compensated employee (“Median Employee”) and calculated that employee’s total compensation consistent with the compensation for our CEO in accordance with SEC rules and as reflected in the Summary Compensation Table above. The SEC’s rules for identifying the Median Employee and calculating the Pay Ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the Pay Ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In calculating our fiscal 2024 Pay Ratio, we did not annualize the compensation of any employees nor did we make use of any of the exclusions allowed under SEC rules.

  202. FISCAL 2024 CEO PAY RATIO

    | SALESFORCE 2024 PROXY STATEMENT | |

  203. FISCAL 2024 CEO PAY RATIO

    | PAY VERSUS PERFORMANCE |

  204. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information below is provided in accordance with the SEC pay versus performance disclosure rules set forth in Item 402(v) of Regulation S-K under the Exchange Act (“Pay Versus Performance Rules”). These rules require companies to disclose certain information about the relationship between the compensation of our principal executive officer (“PEO”) and non-PEO NEOs (as a group) and certain financial performance measures. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with Company performance, please refer to the “Compensation Discussion and Analysis” above.

  205. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO (Benioff)(1) | Compensation Actually Paid to PEO (Benioff)(2) | | Summary Compensation Table Total for PEO (Taylor)(3) | Compensation Actually Paid to PEO (Taylor)(4) | | Summary Compensation Table Total for PEO (Block)(3) | Compensation Actually Paid to PEO (Block)(4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | | Value of Initial Fixed $100 Investment Based On: | | Net Income(9) ($ millions) | Relative TSR(10) (percentile) | | | | | | | | | | | | | | Company Total Shareholder Return(7) | Peer Group Total Share- holder Return(8) | | | | 2024 | $39,642,173 | | 100,570,098 | — | | — | — | — | $13,762,498 | | 34,326,577 | $154.18 | $220.03 | $4,136 | 93rd | | 2023 | $29,868,893 | ($ | 15,648,986) | $26,792,798 | ($ | 72,220,776) | — | — | $15,923,619 | ($ | 7,680,438) | $92.13 | $142.05 | $208 | 17th | | 2022 | $28,602,112 | | 25,056,235 | $22,794,415 | | 31,528,547 | — | — | $14,044,452 | | 16,514,995 | $127.60 | $183.20 | $1,444 | 41st | | 2021 | $25,740,775 | | 59,862,429 | — | | — | $1,232,157 | $12,279,756 | $13,763,689 | | 36,808,761 | $123.72 | $146.11 | $4,072 | 65th |

  206. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported are the “Total Compensation” amounts reported for our PEO, Marc Benioff, in our Summary Compensation Table above. |

  207. PAY VERSUS PERFORMANCE

    | (2) The dollar amounts reported represent the amount of Compensation Actually Paid to our PEO, Marc Benioff, as computed in accordance with SEC rules, and do not reflect the actual amount of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024 as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  208. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid to PEO (Mr. Benioff) | FY2024 | | | Summary Compensation Table Total | | 39,642,173 | | Deduction for value of “Stock Awards” and “Option Awards” reported in the Summary Compensation Table | ($ | 30,338,323) | | Add : Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 42,794,577 | | Add : Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | | 43,793,324 | | Add : Fair value as of the vesting date of vested awards granted in current fiscal year | | 0 | | Add : Change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior fiscal years that vested in the fiscal year | | 4,678,347 | | Subtract: Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | | 0 | | Add: Value of dividends or other earnings paid on unvested equity awards during the covered fiscal year not otherwise included in the total compensation for the fiscal year | | 0 | | Compensation Actually Paid to Mr. Benioff | | 100,570,098 |

  209. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported are the “Total Compensation” amounts reported for Bret Taylor, who served as Co-PEO from November 30, 2021 through January 31, 2023, as reported in the Summary Compensation Table included in our proxy statement for our 2023 and 2022 Annual Meetings of Stockholders, and for Keith Block, who served as Co-PEO through February 24, 2020, as reported in the Summary Compensation Table included in our proxy statement for our 2021 Annual Meeting of Stockholders. |

  210. PAY VERSUS PERFORMANCE

    | (4) The dollar amounts reported represent the amount of Compensation Actually Paid to our former Co-PEOs, as reported in the “Pay Versus Performance” section of our proxy statement for our 2023 Annual Meeting of Stockholders and computed in accordance with Pay Versus Performance Rules. These amounts differ from “Total Compensation” as reported in the applicable Summary Compensation Table included in our proxy statements for our 2023, 2022, and 2021 Annual Meetings of Stockholders, as shown in the “Pay Versus Performance” section for our proxy statement for our 2023 Annual Meeting of Stockholders. |

  211. PAY VERSUS PERFORMANCE

    | (5) The dollar amounts reported are the average of the “Total Compensation” amounts reported for the Company’s NEOs as a group excluding our CEO and former Co-PEOs for the year(s) in which they served as Co-PEO (the “Non-PEO NEOs”) in the Summary Compensation Table in each applicable fiscal year. The Non-PEO NEOs (excluding our PEO and former Co-PEOs, as applicable for the fiscal year(s) in which they served as Co-PEO) for each applicable year are as follows: (i) for fiscal 2024, Ms. Weaver and Messrs. Millham, Niles and Tallapragada; (ii) for fiscal 2023, Ms. Weaver and Messrs. Harris, Millham and Tallapragada; (iii) for fiscal 2022, Ms. Weaver and Messrs. Harris, Patterson and Tallapragada; and (iv) for fiscal 2021, Messrs. Hawkins, Patterson, Tallapragada and Taylor. |

  212. PAY VERSUS PERFORMANCE

    | (6) The dollar amounts reported represent the average amount of Compensation Actually Paid to the Non-PEO NEOs as computed in accordance with SEC rules, and do not reflect actual amounts of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from the average of the amounts of “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2024 as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  213. PAY VERSUS PERFORMANCE

    | | SALESFORCE 2024 PROXY STATEMENT |

  214. PAY VERSUS PERFORMANCE

    | Average Compensation Actually Paid to Non-PEO NEOs | FY2024 | | | Average Summary Compensation Table Total | | 13,762,498 | | Deduction for the average value of “Stock Awards” and “Option Awards” reported in the Summary Compensation Table | ($ | 10,674,880) | | Add: Average year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 17,623,840 | | Add: Average year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | | 10,874,062 | | Add: Average fair value as of the vesting date of vested awards granted in current fiscal year | | 0 | | Add: Average change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior fiscal years that vested in the fiscal year | | 2,741,057 | | Subtract: Average prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | | 0 | | Add: Average value of dividends or other earnings paid on unvested equity awards during the covered fiscal year not otherwise included in the total compensation for the fiscal year | | 0 | | Average Compensation Actually Paid to Non-PEO NEOs | | 34,326,577 |

  215. PAY VERSUS PERFORMANCE

    | (7) Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of any dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s stock price at the end and the beginning of the measurement period by (b) the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is January 31, 2020. Historical stock performance is not necessarily indicative of future stock performance. |

  216. PAY VERSUS PERFORMANCE

    | (8) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Computer & Data Processing Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year. Historical stock performance is not necessarily indicative of future stock performance. |

  217. PAY VERSUS PERFORMANCE

    | (9) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |

  218. PAY VERSUS PERFORMANCE

    | (10) The “Company-Selected Measure” (as defined in Item 402(v) of Regulation S-K of the Exchange Act) is our one-year TSR relative to the TSR of each member of the Nasdaq-100 Index as of the beginning of each fiscal year (“Relative TSR”). TSR for this purpose is calculated by comparing the Company’s average closing share price over the 90 calendar days ending on the last day of the fiscal year and the Company’s average closing share price over the 90 calendar days ending on the last day of the end of the prior fiscal year. We use three-year relative TSR as a performance measure for our PRSUs, including for the PRSUs granted in fiscal 2024. As described in the “Compensation Discussion and Analysis” above, we also use non-GAAP operating margin as a performance measure for the PRSUs granted in fiscal 2024. |

  219. PAY VERSUS PERFORMANCE

    Financial Performance Measures. As described in greater detail in the “Compensation Discussion and Analysis” above, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. Below is an unranked list of the most important financial performance measures that we use to link Compensation Actually Paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance:

  220. PAY VERSUS PERFORMANCE

    | Performance Measures | | Relative TSR | | Non-GAAP Operating Margin (1) | | Revenue | | Operating Cash Flow | | Non-GAAP Income from Operations (2) |

  221. PAY VERSUS PERFORMANCE

    | (1) See page 53 of the “Compensation Discussion and Analysis” above for an explanation of how Non-GAAP Operating Margin is calculated. |

  222. PAY VERSUS PERFORMANCE

    | (2) See page 50 of the “Compensation Discussion and Analysis” above for an explanation of how Non-GAAP Income from Operations is calculated from our audited financial statements. |

  223. PAY VERSUS PERFORMANCE

    Analysis of the Information Presented in the Pay Versus Performance Table. As described in more detail in the “ Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table as contemplated by SEC rules. Moreover, we generally seek to incentivize long-term performance, and therefore do not seek to specifically align the Company’s performance measures with Compensation Actually Paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with the Pay Versus Performance Rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. As reflected in the footnotes to the Pay Versus Performance table above and illustrated in the first graph below, our TSR impacted the value of the Compensation Actually Paid (as computed in accordance with SEC rules) to our NEOs for fiscal years 2021, 2022, 2023 and 2024. Also, the value of the fiscal 2023 Compensation Actually Paid to former co-PEO Bret Taylor was disproportionately impacted by the fair value of equity awards he forfeited in fiscal 2023 upon his departure from the Company.

  224. PAY VERSUS PERFORMANCE

    | SALESFORCE 2024 PROXY STATEMENT | |

  225. PAY VERSUS PERFORMANCE

    Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR. The graph below (i) sets forth the relationship between the amount of Compensation Actually Paid to our PEO and our former Co-PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years; and (ii) compares our cumulative TSR over the four most recently completed fiscal years to that of the Nasdaq Computer & Data Processing Index over the same period. Relationship Between Compensation Actually Paid and Net Income. The graph below sets forth the amount of Compensation Actually Paid to our PEO and our former Co-PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  226. PAY VERSUS PERFORMANCE

    | | SALESFORCE 2024 PROXY STATEMENT |

  227. PAY VERSUS PERFORMANCE

    Relationship Between Compensation Actually Paid and Relative TSR. The graph below sets forth the amount of Compensation Actually Paid to our PEO and our former Co-PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Relative TSR during the four most recently completed fiscal years. Although we use three-year relative TSR as a PRSU performance measure, SEC guidance limits the Company-Selected Measure to one-year periods, so we have compared Compensation Actually Paid to annual Relative TSR in the graph below.

  228. PAY VERSUS PERFORMANCE

    | SALESFORCE 2024 PROXY STATEMENT | |

  229. PAY VERSUS PERFORMANCE

    | COMMITTEE REPORTS |

  230. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS As recommended by the Nominating and Corporate Governance Committee, the Board’s nominees for election to the Board by the stockholders are the following current members of the Board: Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki. Each of the nominees was most recently elected by stockholders at the 2023 Annual Meeting. It is intended that proxies will be voted, unless otherwise indicated, for the election of the nominees as directors to the Board to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal. Although the Board has no reason to believe that any nominee will be unable or, for good cause, unwilling to serve as a director as of the Annual Meeting, if such an event should occur, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the proxies will be voted for the election of such other person.

  231. The 2013 Plan Incorporates Good Compensation and Governance Practices

    | • | Employee eligibility. As of March 31, 2024, approximately 94% of all outstanding equity awards, on a share basis, were held by employees who are not Named Executive Officers or directors. In fiscal 2024, approximately 96% of all equity awards, on a share basis, were granted to employees who are not Named Executive Officers or directors. |

  232. Supporting Statement by Stockholder Proponent

    Supporting Statement by Stockholder Proponent The Chief Executive Officer of Salesforce, Inc. is also Board Chairman. These roles – each with separate, different responsibilities that are critical to the health of a successful corporation – are greatly diminished when held by a singular company official, weakening its governance structure. Expert perspectives substantiate our position:

  233. Supporting Statement by Stockholder Proponent

    | • | According to the CFA Institute Research and Policy Center, “Combining [Chair and CEO] positions may give undue influence to executive board members and impair the ability and willingness of board members to exercise their independent judgment ... Many jurisdictions consider the separation of the chair and CEO positions a best practice because it ensures that the board agenda is set by an independent voice uninfluenced by the CEO.”(1) |

  234. Supporting Statement by Stockholder Proponent

    | • | A pair of business law professors wrote for Harvard Business Review that “letting the CEO chair the board can compromise board discussion quality, weakening the corporation’s risk management ability ... Splitting the CEO and board chair jobs between two people can help strengthen the quality of questions the corporation asks itself. When those questions remain weak, the organization is less likely to develop strategies that mitigate risk.”(2) |

  235. Supporting Statement by Stockholder Proponent

    | • | Proxy adviser Glass Lewis wrote in 2021, “the presence of an independent chair fosters the creation of a thoughtful and dynamic board not dominated by the views of senior management ... the separation of these two key roles eliminates the conflict of interest that inevitably occurs when a CEO is responsible for self -oversight.”(3) |

  236. Supporting Statement by Stockholder Proponent

    | • | Of former CEOs serving as Chairs, CFA Institute says, “this arrangement could impair the board’s ability to act independently of undue management influence ... Such a situation also increases the risk that the chair may hamper efforts to undo the mistakes made as chief executive.” |

  237. Supporting Statement by Stockholder Proponent

    According to the 2022 Spencer Stuart Board Index survey, 51 percent of S&P 500 companies had separate CEOs and Board Chairs in 2017 versus 57 percent in 2022.(4) The growing trend signifies the changing sentiment towards Chair independence.

  238. Supporting Statement by Stockholder Proponent

    | (1) https://rpc.cfainstitute.org/-/media/documents/articIe/position-paper/corporate-governance-of-Iisted-companies-3rd-edition.pdf |

  239. Supporting Statement by Stockholder Proponent

    | (2) https://hbr.org/2020/03/why-the-ceo-shouldnt-also-be-the-board-chair |

  240. Supporting Statement by Stockholder Proponent

    | (3) https://www.glasslewis.com/wp-content/uploads/2021/03/ln-Depth-lndependent-Chair.pdf |

  241. Supporting Statement by Stockholder Proponent

    | (4) https://www.spencerstuart.com/-/media/2022/october/ssbi2022/2022_us_spencerstuart_board_index_final.pdf |

  242. Supporting Statement by Stockholder Proponent

    | | SALESFORCE 2024 PROXY STATEMENT |

  243. Supporting Statement by Stockholder Proponent

    The Board of Directors recommends a vote AGAINST Proposal 6: The Board believes it is important to retain flexibility to determine the most appropriate leadership structure for the Board, in light of the Company’s circumstances and Board composition at any given time. Eliminating this flexibility in favor of the rigid and prescriptive approach of this proposal is not in the best interests of the Company or our stockholders.

  244. Supporting Statement by Stockholder Proponent

    | • | This proposal is out of line with industry and market practice. It unduly restricts the Board’s ability to determine the appropriate leadership structure for the Board at any given time, including by expressly prohibiting the Board from selecting a former CEO to serve as Chair of the Board. |

  245. Supporting Statement by Stockholder Proponent

    | • | The Board believes that its current leadership structure benefits our stockholders. As Chair and CEO, Marc Benioff provides a clear strategic vision and leadership that draws on years of experience and in-depth knowledge of our business and industry. Our corporate governance practices promote effective independent oversight, including from an active and empowered Lead Independent Director as well as fully engaged and independent key committees. |

  246. Supporting Statement by Stockholder Proponent

    | • | The Board recently took steps to enhance its independent oversight practices. In the last two years, the Company effected a Lead Independent Director transition, expanded the Lead Independent Director role, and made committee structure and membership changes. |

  247. Supporting Statement by Stockholder Proponent

    | • | We reached out to the proponent to discuss this proposal and exchange perspectives on this topic, but the proponent declined to speak with us. |

  248. Supporting Statement by Stockholder Proponent

    The Board has acted in the best interests of our stockholders and the Company to identify the most appropriate leadership structure based on the needs of the Company at a given time, with no fixed rule on whether the offices of Chair and CEO are vested in the same person or two different people. The Board is committed to sound corporate governance that facilitates strong independent leadership and effective and informed decision-making. The Board regularly reviews its leadership structure to assess whether it continues to best serve the evolving needs of the Board and the Company. In doing so, the Board considers the business environment, the Company’s strategy, investor views, the individuals available to serve in different leadership roles, academic perspectives, and market practices. At this time, the Board believes that having one individual, Mr. Benioff, serve as both Chair and CEO, paired with a strong Lead Independent Director who is selected by the independent directors, and fully independent members and chairs of the Audit and Finance, Compensation, and Nominating and Corporate Governance committees, confers distinct advantages such as:

  249. Supporting Statement by Stockholder Proponent

    | • | having a Chair who can draw on detailed institutional knowledge of the Company and industry experience from serving as co-founder and CEO, which enables him to provide the Board with focused leadership, particularly in discussions about the Company’s strategy, business plans and related risks; |

  250. Supporting Statement by Stockholder Proponent

    | • | helping to ensure that the Company presents its message and strategy to stockholders, employees, customers and other stakeholders through one unified voice; and |

  251. Supporting Statement by Stockholder Proponent

    | • | enabling efficient and effective decision-making and focused accountability. |

  252. Supporting Statement by Stockholder Proponent

    Given the strong mission, vision and leadership that has produced our history of sustained, strong operational and financial performance through past business cycles and our successful transformation over the past year, the Board believes that our stockholders continue to be best served by this leadership structure. Under the current structure, we have executed on key aspects of our strategy and delivered strong results for our stockholders across key metrics, such as cash flow and non-GAAP operating margin, despite a cautious macroeconomic environment. We also recently introduced a quarterly dividend program and increased our share repurchase authorization. Under Mr. Benioff’s leadership, we have continued to lay the foundation for future success by delivering innovation for our customers, particularly in the areas of artificial intelligence and our Data Cloud offering. In 2022, as we set the Company’s business transformation in motion, we further strengthened the Board’s independent oversight of management and the Company, including through the appointment of a new Lead Independent Director, Robin Washington, and expansion of the scope of authority and responsibilities for the role. Since assuming the Lead Independent Director role in 2022, Ms. Washington, a seasoned former officer and director of large public technology and other companies, has provided independent Board leadership and robust oversight of management. Based on stockholder feedback and evolving best practices, the Board also updated our Corporate Governance Guidelines at that time to expressly state specific, expanded responsibilities and authority of the Lead Independent Director, which include:

  253. Supporting Statement by Stockholder Proponent

    | • | Presiding at executive sessions and meetings of the Board where the Chair is not present. |

  254. Supporting Statement by Stockholder Proponent

    | • | Reviewing and approving, or providing input and consultation on, materials sent to the Board in connection with its regular or special meetings or other decision-making or deliberations. |

  255. Supporting Statement by Stockholder Proponent

    | SALESFORCE 2024 PROXY STATEMENT | |

  256. Supporting Statement by Stockholder Proponent

    | • | Reviewing and approving, or providing input and consultation on, the agenda and schedule for Board meetings to provide for appropriate coverage of relevant topics throughout the year and as needed to address emerging developments, and to allow sufficient time for discussion of agenda items. |

  257. Supporting Statement by Stockholder Proponent

    | • | Serving as a liaison between the Chair and the independent directors, and as a liaison among committee chairs. |

  258. Supporting Statement by Stockholder Proponent

    | • | Being available for consultation meetings and communication with major stockholders as necessary. |

  259. Supporting Statement by Stockholder Proponent

    | • | Overseeing the Board evaluation process. |

  260. Supporting Statement by Stockholder Proponent

    | • | Meeting and coordinating with other directors, as appropriate, and other constituencies. |

  261. Supporting Statement by Stockholder Proponent

    | • | Advising on the formation of any new standing or ad hoc committees of the Board. |

  262. Supporting Statement by Stockholder Proponent

    | • | Calling executive sessions of the independent directors as appropriate. |

  263. Supporting Statement by Stockholder Proponent

    Ms. Washington has upheld the Board’s long-standing commitment to active and engaged oversight. Among other activities, she has communicated frequently and directly with each of the non-management directors, guided an expanded Board review and evaluation process with support from an outside advisor, spent significant time in meetings with the CEO and other members of management, and met with many of our key stockholders. In the context of our demonstrated commitment to independent oversight and our current governance practices, the Board believes that this proposal’s limiting and prescriptive approach is not necessary to ensure effective oversight and accountability. In recent years, the Board and Company have taken significant steps to build even stronger relationships with our stockholders and to respond to stockholder feedback. The Board’s governance practices collectively demonstrate its commitment to active and independent oversight. In addition to the governance structures described above and the other governance practices highlighted in this proxy statement under “Board and Governance Best Practices,” we regularly provide stockholders with opportunities to deliver direct feedback through annual meetings and extensive year-round stockholder engagement, including active involvement and dialogue by our Lead Independent Director and other independent directors. Conclusion. The Board carefully and regularly evaluates its leadership structure to determine the structure that will best serve the interests of Salesforce and its stockholders at any given time. The Board believes that the independence of the Board and its key committees, the Board’s current corporate governance practices and oversight protections, and the significant and meaningful role of our Lead Independent Director in leading the Board complement our combined Chair and CEO role to enable effective Board oversight, while allowing both the Board and management to benefit from Mr. Benioff’s in-depth knowledge of the risks and opportunities faced by the Company. Our leadership structure has served stockholders well for many years and the Board believes that it continues to be the optimal structure for Salesforce at this time. This proposal’s rigid approach to board leadership is neither necessary nor in the best interests of our stockholders.